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As filed with the Securities and Exchange Commission on March 22, 2000
Registration No. 333-31044
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
To
FORM F-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Optimal Robotics Corp.
(Exact name of Registrant as specified in its charter)
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<TABLE>
<S> <C> <C>
Canada 7373 98-0160833
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
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4700 de la Savane
Suite 101
Montreal, Quebec H4P 1T7
(514) 738-8885
(Address and telephone number of Registrant's principal executive offices)
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CT Corporation System
111 8th Avenue
New York, New York 10011
Telephone (212) 894-8400
(Name, address and telephone number of agent for service)
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Copies to:
<TABLE>
<S> <C> <C>
Guy P. Lander, Esq. Leon P. Garfinkle, Esq. Arthur Jay Schwartz, Esq.
Goodman Phillips & Vineberg Goodman Phillips & Vineberg Marlon F. Starr, Esq.
430 Park Avenue 1501 McGill College Avenue Smith, Gambrell & Russell, LLP
New York, New York 10022 Montreal, Quebec H3A 3N9 1230 Peachtree Street, N.E.
(212) 308-8866 (514) 841-6400 Atlanta, Georgia 30309
(404) 815-3500
</TABLE>
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest investment 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,
please check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [_]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses payable by the registrant in connection with the
issuance and distribution of the securities being registered are as follows:
<TABLE>
<S> <C>
SEC Registration Fee............................................... $ 22,770
Nasdaq National Market Listing Fee................................. $ 8,780
NASD Registration Fee.............................................. $ 17,500
Accounting Fees and Expenses....................................... $250,000
Printing and Engraving Expenses.................................... $175,000
Legal Fees and Expenses............................................ $350,000
Miscellaneous Expenses............................................. $100,950
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Total............................................................ $925,000
========
</TABLE>
Item 15. Indemnification of Directors and Officers
The Company's By-laws provide the following:
Subject to the provisions of the Canada Business Corporations Act (the
"CBCA"), every director and officer of the Company (including those who have
acted at the Company's request as an officer or director of a body corporate
of which the Company is or was a shareholder or creditor) and his heirs and
legal representatives shall from time to time be indemnified and saved
harmless by the Company from and against all costs, charges and expenses
reasonably incurred by him in respect of any civil, criminal or administrative
action or proceeding to which he is made a party by reason of being or having
been a director or officer of the Company or such body corporate (including
without limitation all losses, liabilities, costs, charges and expenses
incurred by him in respect of any act or proceeding for the recovery of claims
of employees or former employees of the Company or such body corporate or in
respect of any claim based upon the failure of the Company to deduct,
withhold, remit or pay any amount for taxes, assessments and other charges of
any nature whatsoever as required by law), if
(a) he acted honestly and in good faith with a view to the best interests
of the Company; and
(b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.
The By-laws also contain a provision eliminating the liability of directors
or officers for losses, damages or other misfortunes of the Company arising
out of the execution of the duties of his office or in relation thereto,
unless occasioned by his own wilful neglect or default (subject to compliance
with the mandatory obligations and duties imposed by the CBCA and the
regulations thereunder and the liability imposed for any breach thereof).
The Company shall also indemnify such person in such other circumstances as
the CBCA may require.
II-1
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Item 16. Exhibits
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<CAPTION>
Exhibit
Number Exhibit
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<C> <S>
1.1 Form of Underwriting Agreement*
3.1 Articles*
3.2 By-laws*
4 Specimen certificate of the common shares*
5 Opinion of Goodman Phillips & Vineberg
23.1 Consent of Goodman Phillips & Vineberg (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP*
23.3 Consent of CT Corporation*
Power of attorney (included on the signature page of the registration
24.1 statement)*
</TABLE>
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* Previously filed
Item 17. Undertakings
(a) 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
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
(b) The undersigned registrant hereby undertakes that (i) 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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; (ii) for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rules 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective; and (iii) for
the purposes of determining any liability under the Securities Act of 1933,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
II-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Montreal, Province of Quebec, on the 22nd day of
March, 2000.
Optimal Robotics Corp.
(Registrant)
/s/ Holden L. Ostrin
By: _________________________________
Holden L. Ostrin
Co-Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<C> <S> <C>
* Director (Principal March 22, 2000
_____________________________________ Executive Officer)
Neil S. Wechsler
/s/ Holden L. Ostrin Director March 22, 2000
_____________________________________
Holden L. Ostrin
* Director March 22, 2000
_____________________________________
Henry M. Karp
* Director March 22, 2000
_____________________________________
Leon P. Garfinkle
* Director (Authorized March 22, 2000
_____________________________________ Representative in the
James S. Gertler United States)
* Principal Financial and March 22, 2000
_____________________________________ Accounting Officer
Gary S. Wechsler
/s/ Holden L. Ostrin
*By: _______________________________
Holden L. Ostrin
Under Power-of-Attorney
</TABLE>
II-3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<C> <S>
1 Form of Underwriting Agreement*
3.1 Certificate and Articles of Continuance (incorporated by reference to
Exhibit 3.1 to the Company's registration statement on Form F-1, file
333-4950, filed with the Commission on October 24, 1996)
3.2 By-laws (incorporated by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K, File No. 0-28572, filed with the
Commission on March 8, 1999)
4 Specimen certificate of the common shares (incorporated by reference
to Exhibit 1.1 to the Company's Registration Statement on Form 8, File
No. 0-28572, filed with the Commission on July 17, 1996)
5 Opinion of Goodman Phillips & Vineberg
23.1 Consent of Goodman Phillips & Vineberg (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP*
23.3 Consent of CT Corporation*
24.1 Power of attorney (included on the signature page of the registration
statement)*
</TABLE>
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* Previously filed
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EXHIBIT 5
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GOODMAN PHILLIPS & VINEBERG
SOCIETE EN NOM COLLECTIF
BARRISTERS & SOLICITORS
1501 MCGILL COLLEGE AVENUE . 26TH FLOOR . MONTREAL, QUEBEC CANADA H3A 3N9
TELEPHONE (514) 841 6400 TELECOPIER (514) 841 6499
March 22, 2000
Optimal Robotics Corp.
4700 De la Savanne
Suite 101
Montreal, Quebec
H4P 1T7
Re: Registration Statement on Form F-3 for 2,300,000 Class "A" shares
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Gentlemen:
We have examined the Registration Statement on Form F-3 filed on February
24, 2000 (Registration No. 333-31044), Amendment No. 1 thereto (filed on March
7, 2000) and Amendment No. 2 thereto (filed on March 22, 2000) (the said
Registration Statement, as heretofore amended and as it may hereafter be amended
from time to time being herein called the "Registration Statement") filed by
Optimal Robotics Corp., a Canadian corporation (the "Company"), with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000 Class "A" shares of the capital
of the Company ("Common Shares"), of which 675,000 Common Shares will be offered
by the selling shareholders mentioned in the Registration Statement (the
"Selling Shareholders"), and up to an additional 300,000 Common Shares which may
be offered by the Company pursuant to the over-allotment option to be granted to
the Underwriters named in the Registration Statement.
As your counsel, we have examined the Company's Articles of Continuance and
By-Laws and the records of certain corporate proceedings taken by the Company in
connection with the issuance and sale of the Common Shares.
We are qualified to practice law only in the Province of Quebec, Canada and
do not purport to be experts on any laws other than the laws of the Province of
Quebec and the federal laws of Canada applicable therein. In expressing the
opinions set forth herein, we have not made any examination of the laws of any
jurisdiction other than Canada and the Province of Quebec. Accordingly, none of
the opinions expressed herein relates to compliance with, or the matters
governed by, the laws of any jurisdiction, except Canada and the Province of
Quebec.
Based upon and subject to the foregoing and in reliance thereon, we are of
the opinion that:
1. the 1,325,000 Common Shares to be sold by the Company, when issued and sold
for value in the manner described in the Registration Statement, will be
legally and validly issued, fully paid and non-assessable;
2. the 675,000 Common Shares to be sold by the Selling Shareholders are, or to
the extent that they are to be issued upon the exercise of share purchase
options or warrants, when issued for value by the Company upon the due
exercise by the Selling Shareholders, in accordance with their terms, of
options or warrants to acquire such shares, will be, legally and validly
issued, fully paid and non-assessable; and
BEIJING . HONG KONG . NEW YORK . PARIS . SINGAPORE . TORONTO . VANCOUVER
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[CONTINUATION LETTERHEAD OF GOODMAN PHILLIPS & VINEBERG APPEARS HERE]
3. the 300,000 Common Shares to be sold by the Company upon the exercise of the
Underwriters' over-allotment option, when issued and sold for value in the
manner described in the Registration Statement upon the due exercise of the
Underwriters' over-allotment option in accordance with the terms thereof,
will be legally and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under
"Legal Matters" in the prospectus forming a part of the Registration Statement.
Yours very truly,
/s/ Goodman Phillips & Vineberg
