As filed with the Securities and Exchange Commission on January 24, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Optimal Robotics Corp.
(Exact name of Registrant as specified in its charter)
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Canada 7373 98-0160833
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
4700 de la Savane
Suite 101
Montreal, Quebec H4P 1T7
(514) 738-8885
(Address and telephone number of Registrant's principal executive offices)
CT Corporation System
111 8th Avenue
New York, New York 10011
Telephone (212) 894-8400
(Name, address and telephone number of agent for service)
Copy to:
Steven H. Levin Leon P. Garfinkle
Goodman Phillips & Vineberg Goodman Phillips & Vineberg
430 Park Avenue 1501 McGill College Avenue
New York, New York 10022 Montreal, Quebec H3A 3N9
(212) 308-8866 (514) 841-6400
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. |X|
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. |_|
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
Proposed Maximum Proposed Maximum Amount of
Amount to be Offering Price Aggregate Offering Registration
Registered Per Share(1) Price(1) Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common shares
offered by the 253,420(2) Shares $32.1875 $8,156,956.25 $2,153.44
selling shareholder
================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended,
based upon the average of the high and low prices reported on the Nasdaq
Stock Market on January 19, 2000.
(2) Includes an indeterminate number of common shares that may be issued in
connection with stock splits, stock dividends, recapitalizations or similar
events.
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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Optimal Robotics Corp.
Cross Reference Sheet Pursuant to Regulation S-K, Item 501(b)
<TABLE>
<CAPTION>
Form F-3 Item Sections in Prospectus
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<S> <C>
Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus................ Outside Front Cover Page
Inside Front and Outside Back Cover
Pages of Prospectus ................................ Inside Front and Outside Back Cover Pages
Summary Information, Risk Factors, and Ratio
of Earnings to Fixed Charges........................ Prospectus Summary; Risk Factors
Use of Proceeds....................................... Use of Proceeds
Determination of Offering Price....................... Plan of Distribution
Dilution.............................................. Inapplicable
Selling Security Holders.............................. Selling Shareholder
Plan of Distribution.................................. Outside Front and Inside Front Cover Pages;
Plan of Distribution
Description of Securities to be Registered............ Description of Capital Stock
Interests of Named Experts and Counsel................ Legal Matters; Experts
Material Changes...................................... Inapplicable
Incorporation of Certain Information By
Reference............................................ Where You Can Get More Information
Disclosure of Commission Position on
Indemnification for Securities Act Liabilities....... Inapplicable
</TABLE>
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DATED JANUARY 20, 2000
PROSPECTUS
253,420 Class "A" Shares
OPTIMAL ROBOTICS CORP.
COMMON SHARES
One of our shareholders is offering for sale 253,420 of our common shares,
which now trade on the Nasdaq National Market under the symbol "OPMR". On
January 19, 2000 the last reported sale price for the common shares was $34.00
per share. Because the common shares are being offered by a shareholder and not
by us, we will receive no proceeds from the offering. However, the shareholder
will pay $1,671,485 to us upon its exercise of warrants to acquire the common
shares which it is offering under this prospectus. See "Use of Proceeds."
---------------------
Investing in the common shares involves certain risks. See "Risk Factors"
beginning on page 3.
---------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
January 20, 2000
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PROSPECTUS SUMMARY
The summary highlights information contained elsewhere in this prospectus.
It is not complete and does not contain all of the information that you should
consider before investing in our common shares. We encourage you to read the
entire prospectus carefully, including the section entitled "Risk Factors" and
the financial statements and the notes to those financial statements. In this
prospectus, except where otherwise indicated, references to "dollars" or "$" are
to United States dollars. The Company
We are the leading provider of self-checkout systems in supermarkets and
supercenters in the United States. Our principal product is the U-Scan Express,
an automated self-checkout system that enables shoppers to scan, bag and pay for
their purchases with little or no assistance from store personnel. The U-Scan
Express can be operated quickly and easily by shoppers and increases their
perception of convenience and speed. The U-Scan Express also reduces the cost of
checkout transactions to retailers and improves their ability to deliver
convenience and service. U-Scan Express is compatible with the information
systems already in use at stores where it is installed. There are 374 U-Scan
Express systems installed in 328 stores in 27 states for leading retailers such
as Kroger, Meijer, Wal-Mart, A&P and Ahold.
Optimal was formed in 1984 and is incorporated under the federal laws of
Canada. We commenced our current business in 1991. Our principal office is
located at 4700 de la Savane, Montreal, Quebec, H4P 1T7, and our telephone
number is (514) 738-8885. We have one subsidiary, Optimal Robotics, Inc., a
wholly-owned Delaware corporation incorporated on October 7, 1999. This
subsidiary currently does not conduct an active business.
We are a foreign private issuer under the rules and regulations of the
Commission.
Information contained on our website does not form a part of this
prospectus.
The Offering
Common shares offered................... 253,420(1)
Common shares to be outstanding
after the offering.................... 11,698,353 (2)
Use of Proceeds......................... The Company will receive no
proceeds from this offering. See
"Use of Proceeds."
Nasdaq National Market Symbol........... OPMR
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(1) Issuable upon exercise of warrants held by the selling shareholder. See
"Selling Shareholder."
(2) Computed as if the 2,622,462 unissued common shares underlying options and
warrants not held by the selling shareholder (including re-load options)
were not outstanding. The 253,420 common shares underlying warrants held by
the selling shareholder were treated as outstanding.
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WHERE YOU CAN GET MORE INFORMATION
We are a reporting company and file annual and other reports and information
with the SEC. You can view these reports and other information at the SEC's
internet web site at http://www.sec.gov. You may read and copy these reports and
other information at the SEC's public reference rooms in Washington, D.C., New
York, NY and Chicago, IL. You may also read and copy these documents at the
public reference facilities of the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can request copies of these documents by writing to
the SEC and paying a fee for the copying cost. Please call the SEC at
1-800-SEC0330 for more information about the operation of the public reference
rooms. You can also read and copy our SEC filings at the office of the National
Association of Securities Dealers, Inc. at 1735 K Street, Washington, D.C.
20006. The SEC allows us to "incorporate by reference" information that 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 an important part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede this information. We incorporate by reference the documents
listed below and any future filings we will make with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934:
1. Our Annual Report on Form 10-K for the year ended December 31, 1998,
filed with the SEC on March 8, 1999;
2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999,
filed with the SEC on April 22, 1999;
3. Our Quarterly Report on Form 10-Q for the quarter ended June 30, 1999,
filed with the SEC on July 27, 1999; and
4. Our Quarterly Report on Form 10-Q for the quarter ended September 30,
1999, filed with the SEC on October 26, 1999.
We may also incorporate in this Prospectus any Form 6-K which we file with the
Securities and Exchange Commission by identifying in such Form that it is being
incorporated by reference into this Prospectus.
You may request a copy of these filings at no cost, by writing or telephoning us
at the following address or telephone number:
Optimal Robotics Corp.
4700 de la Savane
Suite 101
Monteal, Quebec H4P 1T7
Attention: O. Bradley McKenna
(514) 738-8885
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RISK FACTORS
You should carefully consider the following factors and other information
in this prospectus before deciding to purchase our common shares.
We had a history of growing losses. From 1994 through 1998, we lost more
money in each year than the year before. The amount we lost in each year is set
forth below:
Year Net Loss
---- --------
(in thousands)
1994 $ 92
1995 $ 618
1996 $ 1,067
1997 $ 1,381
1998 $ 3,911
As of September 30, 1999, our accumulated deficit from inception was
$8,003,626. There is no certainty as to our being profitable in the future.
We depend on one product. We believe that our near-term success depends
principally on one product, the U-Scan Express. Our future success depends upon
the continued acceptance of and demand for this one product, as well as from new
products that we may bring to market. If U-Scan Express experiences significant
problems, competition from superior technology, or customer resistance to our
product, we could be harmed significantly.
Sales growth will depend on increased demand for the U-Scan Express. Sales
growth will depend on our generating additional orders from existing U-Scan
Express customers as well as finding new customers for the system. We believe
that stores will only purchase the U-Scan Express if they conclude that shoppers
will use them and that there are benefits to the store from their installation.
We believe that shoppers will use U-Scan Express systems if they perceive that
they are convenient, easy to use and reliable. To date, the system has been sold
primarily to supermarkets and supercenters.
We rely on a few customers for most of our revenues. We have 11 major
retailers as customers, nearly all of which are supermarket chains, and must
rely on these customers' continued willingness to install the U-Scan Express. We
may not be able to generate new customers for the U-Scan Express.
We may not be able to manage our growth. During the past several years, we
have experienced significant growth in sales, which has strained our resources.
In particular, we have had to hire and train additional skilled personnel.
Should sales continue to increase, we will have to find and train even more
personnel to customize, install and support U-Scan Express systems. There is no
assurance that we will be able to hire the skilled personnel we will need to
meet increased demand should it develop. This is particularly true for
installation and support personnel, for whom there is significant competition.
If we are unable to hire such personnel, our sales may be adversely affected.
Despite our recent growth, we are still a small company, and should demand for
our products be unexpectedly strong, we may be unable to fill our orders.
We may not be able to keep pace with changes in technology. The
self-checkout industry is in its infancy. The technology utilized by the U-Scan
Express is changing rapidly, in part due to the evolving demands of our
customers. To be successful, we will have to anticipate
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the demands of our customers and improve our existing products and develop new
ones to satisfy them. If we fail to improve and develop products by the times
and at the prices demanded by our customers, our business and prospects will be
adversely affected. Our competitors may introduce new technology that is better
than ours. If so, we will have to improve our technology in order to remain
competitive. If we are unable to do so, there might be an adverse impact on us
or our stock price.
We have pending patent infringement claims against us. In each of 1995 and
1996, we received a lawyer's letter from the same claimant alleging that the
U-Scan Express system infringes upon the claimant's patent. Approximately six
months ago, this claimant filed a civil action in the United States District
Court for the District of Utah against us and PSC, the manufacturer of U-Scan
Express system, alleging patent infringement. A second party also sent a
lawyer's letter to us alleging a different patent infringement. We and our
patent counsel reviewed such claims when the respective lawyer's letters were
originally received. Although we determined that neither claimant would prevail
in a lawsuit brought to assert the respective claims and that these claims will
not have a material adverse effect on our business or prospects, no assurance
can be given that a fact-finder would not find that our system infringes upon
either of such claimants' rights.
We have a small direct sales force. Our direct sales force consists of only
four employees. We have supplemented our direct selling efforts by forming
alliances with PSC, Inc. and IBM.
We depend upon key personnel. Our future success depends to a great extent
on the continued services of our senior management and other key personnel. Our
success will also depend upon our ability to hire and retain qualified personnel
to improve our existing products and to develop new ones. These people will
include:
o programmers and other software engineers;
o project managers;
o installers; and
o hardware and software support personnel.
The competition for these people may be significant. Should we have difficulty
hiring or retaining qualified personnel, it could adversely affect our business
and prospects.
We rely on a third party manufacturer. We depend upon PSC, Inc. to
manufacture U-Scan Express. PSC has the exclusive right to manufacture the
U-Scan Express for us through December 31, 2000. Should PSC fail for any reason
to produce enough U-Scan Express systems to meet demand, we may be materially
adversely affected. Furthermore, the inability to control the manufacture of our
primary product also could adversely affect us.
The U-Scan Express system is manufactured at only one location. PSC
currently manufactures U-Scan Express systems in a single facility in Rochester,
New York. A disruption of PSC's operations at this plant for any reason,
including labor unrest or natural disaster, would delay our delivery of systems
and adversely affect our business and results of operations.
Competition could reduce revenue from the U-Scan Express system. The market
for checkout systems is very competitive. The chief rival for the U-Scan Express
system is the traditional manned checkout system. Although the use of automated
self-checkout systems such as the U-Scan Express is relatively new, we expect
increasing competition for sales of this product. The barriers to entering this
market may be low. Most of our competitors are larger
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and have greater financial and other resources. Competitors include NCR, Symbol
Technologies, Inc. and Productivity Solutions, Inc. We may not be able to
compete against the resources of these and other companies.
The U-Scan Express system may contain defects. The U-Scan Express is
complex and, despite extensive testing, may contain undetected flaws when first
installed for a new customer. This is particularly true of the software in the
U-Scan Express, which must be adapted to each customer's information system. If
serious, any such flaws could prevent or delay the market acceptance of the
U-Scan Express system and cause us to incur substantial re-engineering expenses.
Organized labor may resist U-Scan Express. U-Scan Express systems displace
cashiers. For this reason, organized labor may seek provisions in collective
bargaining agreements that prevent stores from installing U-Scan Express.
We may require additional financing. We believe that our present cash and
cash equivalents will be sufficient to meet our working capital and capital
expenditure needs for at least the next 12 months. We may need to raise
additional funds, however, to pay for more rapid expansion, to respond to
competitive pressures or for other reasons that may develop in the future that
cannot be anticipated now. If additional funds are raised through the issuance
of common shares, or securities that are convertible into common shares, the
percentage ownership of our common shares by shareholders at that time will be
diminished. Securities may be issued that have rights or preferences superior to
the common shares that are being sold in this offering. Should we need to raise
additional funds in the future, we may not be able to do so on any terms, or we
may be unwilling to agree to the terms necessary to do so, and we would be
adversely affected as a result.
Our directors and officers can influence shareholder actions through their
share ownership. After this offering, our officers, directors and principal
shareholders will have the right to vote (if they were to exercise all options,
including reloaded options, and warrants directly or indirectly held by them) an
aggregate of 3,204,000 common shares, which will amount to 22.5% of the then
total outstanding shares (after giving effect to such exercises). This
percentage of outstanding shares may permit these persons to determine the
outcome of any matter submitted to a vote of the shareholders including the
election of directors, any amalgamation or consolidation, or our sale of all or
substantially all our assets.
Year 2000 remediation may involve significant time and expense and may
reduce our future sales. Many currently installed computer systems do not
correctly distinguish 21st century dates from 20th century dates. As a result,
beginning on January 1, 2000, computer systems and software used by our
customers would have produced erroneous results or failed unless they had been
modified or upgraded to process date information correctly. We have not been
alerted to any such difficulties on the part of our customers. If needed, Year
2000 compliance efforts may involve significant time and expense, and
uncorrected problems could materially adversely affect our business, condition
and operating results. All major and most minor third party providers of goods
and services to us completed questionnaires that allowed us to assess their Year
2000 readiness prior to January 1, 2000. However, there is no assurance that we
properly evaluated each third party's readiness through our review of the
respective response. If a potential customer were to suffer Year 2000 related
problems or set aside funds for Year 2000 expenditures while considering the
purchase of a U-Scan Express, it is likely that any such purchase would be
delayed. Additionally, we may face claims based on Year 2000 issues arising from
the integration of multiple products within an overall system at a customer. We
are aware of no such delays or claims to date.
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Share prices in technology stocks have been volatile. Recently, there have
been substantial price and volume fluctuations in stock markets, and the prices
of technology company shares have been particularly volatile. The price of our
common shares in the stock market may move in ways that are unrelated or
disproportionate to our operating performance. In addition to our performance,
the following factors may cause the price of our common shares to fluctuate in
the stock market:
o the introduction of new products by us or by competitors
o business conditions in our markets
o earnings forecasts by market analysts
o sales of our common shares in the market
o low trading volume of the common shares
o general economic conditions
Other factors, both related and unrelated to us, may also cause fluctuations in
our share price.
We are at risk from foreign currency exchange rate fluctuations. A
significant portion of our expenses is paid in Canadian dollars, while
substantially all of our revenues are earned in dollars. If the Canadian dollar
becomes stronger, the effective cost of our expenses (as reported in dollars)
will increase. We have never tried to hedge our exchange rate risk, do not plan
to begin to do so and may not be successful should we attempt to do so in the
future.
Future sales of common shares could depress the price of the common shares.
Sales of significant amounts of common shares in the public market after this
offering, or the perception that sales will occur, could materially depress the
market price of the common shares and restrict our ability to raise capital
through future sales of common shares. Almost all of the 11,698,353 common
shares that will be outstanding upon the termination of this offering will be
eligible for immediate resale in the public market without restriction, other
than any volume limitations on the sale of the 688,750 common shares (and the
2,515,250 common shares underlying all outstanding options, including reload
options, and warrants) that are owned by our affiliates.
We have an effective Registration Statement to register up to 2,622,462
common shares issuable upon the exercise of options and warrants currently
outstanding (including re-load options). Those common shares, if issued, will be
eligible for immediate resale in the market.
Our quarterly operating results may vary. Our operating results have varied
from quarter to quarter. During November and December, for example, retailers
tend to focus on holiday season sales, and not on evaluating their checkout
systems. As a result, our selling efforts in those months may be less productive
than earlier in the year. Additionally, we recognize all of the income from the
sale of a system when installation is completed and the customer has accepted
it.
We do not anticipate paying dividends in the near future. We intend to
retain all of our earnings, if any, to finance operations and expand our
business and do not anticipate paying any cash dividends in the foreseeable
future.
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FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus contain forward-looking
information. You can identify these statements by forward-looking words such as
"expect," "believe," "goal," "plan," "intend," "estimate," "may," and "will" or
similar words. They include information concerning:
o growth and operating strategy;
o liquidity and capital expenditures;
o use of proceeds of the offering;
o financing plans;
o industry trends; and
o payment of dividends.
These forward-looking statements involve known and unknown risks, uncertainties
and other factors, including those described in the "Risk Factors" section and
elsewhere in this prospectus, that could cause the Company's actual results to
differ materially from those anticipated in these forward-looking statements.
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USE OF PROCEEDS
The common shares are being registered for the account of the selling
shareholder. The Company will receive no proceeds from the sale of the common
shares. In order to obtain the common shares it is offering, however, the
selling shareholder must exercise warrants it holds. If it exercises all of the
warrants, the aggregate exercise price payable to the Company will be
$1,671,290. See "Selling Shareholder." Any amounts received by the Company upon
the exercise of warrants will be used for general corporate purposes.
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SELLING SHAREHOLDER
The shareholder that is offering common shares with this prospectus is
Gerard Klauer Mattison & Co., Inc. In connection with acting as lead underwriter
for the Company's initial public offering in 1996, Gerard Klauer received
warrants to purchase 240,600 common shares. These warrants are exercisable at
$6.60 per share until they expire on October 30, 2001. Gerard Klauer also holds
warrants to purchase 12,820 common shares that it purchased from investors that
received them in connection with a private financing the Company completed
before its initial public offering. These warrants are exercisable at $6.50 per
share until they expire on October 24, 2002. The common shares being offered by
Gerard Klauer with this prospectus are the common shares that are issuable upon
exercise of these warrants.
Set forth below are Gerard Klauer's beneficial ownership of common shares
before and after the offering under this prospectus.
Common Shares Owned
Before this Offering Being Offered After this Offering
-------------------- ------------- -------------------
Number(1) Percent(2) Number(1) Percent(2) Number Percent
303,420 2.6% 253,420 2.2% 50,000 0.4%
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(1) Includes the 253,420 common shares that are issuable upon exercise of
warrants and 50,000 common shares that Gerard Klauer holds directly in its
own name. The common shares being offered are the shares underlying such
warrants.
(2) Computed as if 2,622,462 unissued common shares underlying options
(including re-load options) and warrants not held by Gerard Klauer were not
outstanding. Common shares underlying warrants held by Gerard Klauer were
treated as outstanding.
Gerard Klauer acted as a co-managing underwriter for the Company's 1999
public offering, for which it received a customary fee.
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DESCRIPTION OF SHARE CAPITAL
The authorized capital stock of the Company consists of an unlimited number
of Class "A" shares without par value (being referred to throughout this
prospectus as the "common shares"), an unlimited number of Class B shares
without par value and an unlimited number of Class C shares without par value.
As of January 19, 2000, 11,698,353 common shares were issued and outstanding and
no Class B Preferred Stock or Class C Preferred Stock was issued and outstanding
as of such date.
The following is a description of the material rights of the authorized
capital stock of the Company. This description does not purport to be complete
and is qualified in its entirety by reference to the Articles of the Company, a
copy of which has been previously filed with the Commission.
Common shares
Dividend Rights
Holders of common shares shall be entitled to receive, as and when declared
by the Board of Directors of the Company, but subject to the prior rights of the
Class C Preferred Stock and any other class of shares ranking prior to the
common shares, dividends in such amounts to be determined by the Board of
Directors of the Company in its sole discretion.
Voting Rights
Holders of common shares are entitled to cast one vote for each common
share held of record on all matters acted upon at any shareholders' meeting
(except meetings at which only the holders of another specified class or series
of shares are entitled to vote pursuant to the Canada Business Corporations Act
(the "CBCA")).
Liquidation Rights
The holders of common shares are entitled to receive the remaining property
of the Company in the event of the liquidation, dissolution or winding up of the
Company or other distribution of assets of the Company for the purpose of
winding up its affairs, subject to the prior rights of any other class of shares
ranking prior to the common shares in such circumstances.
Class B Preferred Stock
Dividend Rights
The holders of the Class B Preferred Stock are not entitled to receive any
dividends thereon.
Voting Rights
Holders of the Class B Preferred Stock are entitled to cast one vote for
each such share held of record on all matters acted upon at any shareholders'
meeting (except meetings at which only the holders of another specified class or
series of shares are entitled to vote pursuant to the CBCA).
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Redemption
The Class B Preferred Stock at any time outstanding is redeemable at the
option of the Company, in whole or in part, at any time or from time to time,
upon payment to the holders of the shares to be redeemed of a sum equal to the
amount paid-up thereon.
Liquidation Rights
The Class B Preferred Stock shall rank, with respect to the return of the
amount paid-up thereon, in priority to the common shares, Class C Preferred
Stock and all shares ranking junior to the Class B Preferred Stock in the event
of the liquidation, dissolution or winding up of the Company or other
distribution of the assets of the Company for the purpose of winding up its
affairs.
Class C Preferred Stock
The Class C Preferred Stock may be issued from time to time in one or more
series, the terms of each series including the number of shares, designation,
rights, privileges, restrictions and conditions to be determined at the time of
creation of each such series by the Board of Directors of the Company without
shareholder approval, provided that all Class C Preferred Stock will rank, with
respect to dividends and return of capital in the event of liquidation,
dissolution or winding up of the Company or other distribution of assets of the
Company for the purpose of winding up its affairs, pari passu among themselves
and in priority to all common shares or shares of any class ranking junior to
the Class C Preferred Stock.
Transfer Agent and Registrar
The co-transfer agents and co-registrars for the common shares are Montreal
Trust Company of Canada and The Bank of Nova Scotia Trust Company of New York.
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CERTAIN CANADIAN AND UNITED STATES INCOME TAX CONSIDERATIONS
Canadian Federal Income Tax Considerations
The following is a general summary prepared by Goodman Phillips & Vineberg,
Montreal, Quebec, of the material Canadian federal income tax considerations
under the Income Tax Act (Canada) (the "Canadian Tax Act") to holders of common
shares who are not resident nor deemed to be resident in Canada, who deal at
arm's length with the Company, who are not affiliated with the Company within
the meaning of the Canadian Tax Act, who hold the common shares as capital
property and who do not use or hold, and are not deemed to use or hold, the
common shares in connection with a trade or business carried on, or deemed to be
carried on in Canada at any time ("Non-Resident Holders). This summary is based
upon the current provisions of the Canadian Tax Act, the regulations thereunder,
proposed amendments thereto publicly announced by the Department of Finance,
Canada prior to the date hereof and the provisions of the Canada-U.S. Income Tax
Convention (1980) (the "Convention"). This summary does not address the
application of the proposed amendments dated December 23, 1998, to a
Non-Resident Holder who ceased to be a resident of Canada for purposes of the
Canadian Tax Act after October 1, 1996. Nor does this summary discuss special
rules which may apply to a Non-Resident Holder that is an insurer.
It has been assumed that the proposed amendments to the Canadian Tax Act
and the regulations thereunder will be enacted and that there will be no other
relevant amendments thereto. However, no assurance can be given in this respect.
This summary is of a general nature only and is not intended to be, and
should not be construed to be, legal or tax advice to any prospective investor
and no representation with respect to the tax consequence to any particular
investor is made. The summary does not address any aspect of any provincial or
local tax laws or the tax laws of jurisdictions outside Canada or the tax
considerations applicable to persons other than Non-Resident Holders.
Accordingly, prospective investors should consult with their own tax advisers
for advice with respect to the income tax consequences of an investment in
common shares arising under any provincial or local tax laws or the tax laws of
jurisdictions outside Canada.
Amounts in respect of common shares paid or credited or deemed to be paid
or credited as, on account or in lieu of payment of, or in satisfaction of,
dividends to a Non-Resident Holder will generally be subject to Canadian
non-resident withholding tax. Such withholding tax is levied at a basic rate of
25% which may be reduced pursuant to the terms of an applicable tax treaty
between Canada and the country of residence of the Non-Resident Holder.
Currently, under the Convention, the rate of Canadian non-resident withholding
tax on the gross amount of dividends beneficially owned by a Non-Resident Holder
who is a resident of the United States for the purpose of the Convention and who
does not have a "permanent establishment" or "fixed base" in Canada is 15%.
However, under the Convention, where such a beneficial owner is a company which
owns at least 10% of the voting stock of the Company, the rate of such
withholding is reduced to 5%.
A purchase of common shares by the Company (other than a purchase of common
shares by the Company on the open market) will give rise to a deemed dividend
under the Canadian Tax Act equal to the difference between the amount paid by
the Company on the purchase and the paid-up capital of such shares determined in
accordance with the Canadian Tax Act. The paid-up capital of such shares may be
less than the Non-Resident Holder's cost of such shares. Any such dividend
deemed to have been received by a Non-Resident Holder will be subject to
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<PAGE>
non-resident withholding tax as described above. The amount of any such deemed
dividend will reduce the proceeds of disposition of the common shares to the
Non-Resident Holder for purposes of computing the amount of the Non-Resident
Holder's capital gain or loss under the Canadian Tax Act. However, as described
below, a loss on the disposition of the common shares may not be available to be
used to offset capital gains arising from the disposition of other property.
A Non-Resident Holder will not be subject to tax under the Canadian Tax Act
in respect of any capital gain on a disposition or deemed disposition of common
shares (including the death of the Non-Resident Holder) unless at the time of
such disposition such shares constitute taxable Canadian property of the
Non-Resident Holder for purposes of the Canadian Tax Act and such Non-Resident
Holder is not entitled to relief under an applicable tax treaty. Provided the
common shares are listed on a prescribed stock exchange at the time of
disposition, such shares will generally not constitute taxable Canadian property
of a Non-Resident Holder at the time of a disposition of such shares unless the
Non-Resident Holder uses or holds or is deemed to use or hold such shares in or
in the course of carrying on business in Canada or, at any time during the
five-year period immediately preceding the disposition of such shares, not less
than 25% of the issued shares of any class of the capital of the Company
belonged to the Non-Resident Holder, to persons with whom the Non-Resident
Holder did not deal at arm's length, or to the Non-Resident Holder and persons
with whom the Non-Resident Holder did not deal at arm's length (taking into
account any interest in or option in respect of such shares). In any event,
under the Convention, gains derived by a Non-Resident Holder who is a resident
of the United States (within the meaning of the Convention) from the disposition
of common shares will generally not be taxable in Canada unless the value of the
common shares is derived principally from real property situated in Canada. The
Company does not anticipate that the value of the common shares will be derived
principally from real property situated in Canada. If the common shares held by
a Non-Resident Holder do not constitute taxable Canadian property or if a
capital gain in respect of the common shares would because of a tax treaty be
exempt from tax under the Canadian Tax Act, any capital loss arising upon the
disposition of the common shares will not be available to be used to offset a
capital gain realized in respect of another property, which may be subject to
tax under the Canadian Tax Act. To the extent the common shares disposed of
constitute taxable Canadian property, the Non-Resident Holder will be required
to file a Canadian tax return, even if the gain arising from such a disposition
is exempt from tax because of a tax treaty.
U.S. Federal Income Tax Considerations
The following is a general summary prepared by Goodman Phillips & Vineberg,
New York, New York of the material U.S. federal income tax considerations
applicable to an investment in common shares by U.S. Holders. This summary is
based on the U.S. Internal Revenue Code of 1986, as amended (the "Code"),
Treasury Regulations promulgated thereunder, and judicial and administrative
interpretations thereof, all as in effect on the date hereof and all of which
are subject to change (possibly on a retroactive basis) and to differing
interpretations. The summary does not address all aspects of U.S. federal income
taxation that may be relevant to a particular U.S. investor based on such
investor's particular circumstances. In particular, the following summary does
not address the tax treatment of U.S. investors who are broker-dealers or who
own, directly, indirectly or constructively, 10% or more of the Company's
outstanding voting stock, and certain U.S. investors (including without
limitation, insurance companies, tax-exempt organizations, financial
institutions, qualified retirement plans, real estate investment trusts,
regulated investment companies and persons subject to the alternative minimum
tax) who may be subject to special rules not discussed below. For purposes of
this discussion, "U.S. Holders" means an individual citizen or resident of the
United States, a corporation organized under the laws of the United States or
any political subdivision thereof, an estate or trust the
17
<PAGE>
income of which is includable in gross income for U.S. federal income tax
purposes regardless of its source, or other U.S. persons as defined under the
Code or that are otherwise subject to U.S. federal income tax on a net income
basis in respect of the common shares.
This summary is of a general nature only and is not intended to be, and
should not be construed to be, legal or tax advise to any prospective investor
and no representation with respect to the U.S. federal income tax consequences
to any particular investor is made. The summary does not address any aspect of
any state or local tax laws or the tax laws of jurisdictions outside the United
States or the tax considerations applicable to non-U.S. Holders. Accordingly,
prospective investors should consult with their own tax advisers for advice with
respect to the income tax consequences to them having regard to their own
particular circumstances, including any consequences of an investment in common
shares arising under any state or local tax laws or the tax laws of
jurisdictions outside the United States.
For U.S. federal income tax purposes, a U.S. Holder of common shares
generally will realize, to the extent of the Company's current and accumulated
earnings and profits, ordinary income on the receipt of cash dividends on the
common shares equal to the dollar value of such dividends on the date of receipt
(based on the exchange rate on such date) without reduction for any Canadian
withholding tax. To the extent, if any, that distributions made by the Company
to a U.S. Holder exceed the current and accumulated earnings and profits of the
Company, such distribution will be treated as a tax-free return of capital to
the extent of such U.S. Holder's adjusted basis for such shares, and to the
extent in excess of adjusted basis, as capital gain. Dividends paid on the
common shares will not be eligible for the dividends received deduction
available in certain cases to U.S. corporations. Generally, in the case of
foreign currency received as a dividend that is not converted by the recipient
into dollars on the date of receipt, a U.S. Holder will have a tax basis in the
foreign currency equal to its dollar value on the date of receipt. Any gain or
loss recognized upon a subsequent sale or other disposition of the foreign
currency, including an exchange for dollars, will be ordinary income or loss.
Subject to certain requirements and limitations imposed by the Code, a U.S.
Holder may elect to claim the Canadian tax withheld or paid with respect to
dividends on the common shares either as a deduction or as a foreign tax credit
against the U.S. federal income tax liability of such U.S. Holder. In general, a
U.S. Holder may utilize foreign tax credits only to the extent its tax liability
results from including in taxable income its foreign source income, which would
include any dividends paid by the Company but generally would not include any
gain realized upon a disposition of common shares. The requirements and
limitations imposed by the Code with respect to the foreign tax credit are
complex and beyond the scope of this summary, and consequently, prospective
purchasers of common shares should consult with their own advisers to determine
whether and to what extent they would be entitled to such credit.
For U.S. federal income tax purposes, upon a sale or exchange of common
shares, a U.S. Holder will recognize gain or loss equal to the difference
between the amount realized on such sale or exchange (or its dollar equivalent,
determined by reference to the spot rate of exchange on the date of disposition,
if the amount realized is denominated in a foreign currency) and the tax basis
of such common shares. Subject to the passive foreign investment company rules
discussed below, if the common shares are held as a capital asset, any such gain
or loss will be capital gain or loss, and will be long-term capital gain or loss
if the U.S. Holder has held such common shares for more than one year. Moreover,
any such gain or loss will generally be treated as U.S. source income.
If, for any taxable year of the Company, 75% or more of the Company's gross
income consists of certain types of "passive" income or the average value during
a taxable year
18
<PAGE>
of "passive assets" (generally assets that produce or are held to produce
passive income) is 50% or more of the average value of all the Company's assets,
the Company would be treated as a "passive foreign investment company" ("PFIC")
for such year and succeeding years with respect to such U.S. Holders who were
shareholders of the Company during any taxable year in which the Company was a
PFIC. If the Company is treated as a PFIC, U.S. Holders who do not make a
special election to be taxed currently on their pro rata share of the Company's
income and gains, whether or not distributed, will be subject to increased tax
liability upon the receipt of certain dividends or upon the sale or other
disposition of their common shares. Moreover, any gain upon the disposition by
U.S. Holders of their common shares will be characterized as ordinary income and
taxed at ordinary income rates. Based on the Company's investment plans, the
Company is not currently, nor is it expected to become, a PFIC for U.S. federal
income tax purposes. However, no assurance can be given as to future PFIC
status.
PLAN OF DISTRIBUTION
Gerard Klauer and any of its pledges, assignees and successors-in-interest
may, from time to time, sell any or all of the common shares offered hereby on
any stock exchange, market or trading facility on which the common shares trade
or in private transactions. These sales may be at fixed or negotiated prices.
Gerard Klauer may use any one or more of the following methods when selling
shares:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the
common shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o one or more broker-dealers may agree with Gerard Klauer to sell a
specified number of common shares at a stipulated price per share;
o a combination of any of the previously mentioned methods of sale; and
o any other method permitted pursuant to applicable law.
Gerard Klauer may also sell shares under Rule 144 under the Securities Act,
if available, rather than under this prospectus.
Gerard Klauer may also engage in short sales against the box, puts and
calls and other transactions in securities of the Company or derivatives of
these securities and may sell and deliver common shares in connection with these
transactions. Gerard Klauer may pledge their common shares to brokers pursuant
to the margin provisions of customer agreements. If Gerard Klauer defaults on a
margin loan, the broker may, from time to time, offer and sell the pledged
common shares.
Gerard Klauer may arrange for other broker-dealers to participate in sales.
Broker-dealers may receive commissions or discounts from Gerard Klauer (or from
the purchaser if any broker-dealer acts as agent for the purchaser of common
shares) in amounts to be negotiated. Gerard
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<PAGE>
Klauer does not expect these commissions and discounts to exceed what is
customary in the types of transactions involved.
Gerard Klauer and any broker-dealers or agents that sell the common shares
may be deemed to be underwriters within the meaning of the Securities Act in
connection with the sales. If so, commissions received by the broker-dealers or
agents and any profit on the resale of the common shares purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act.
The registration statement of which this prospectus is a part was filed by
the Company at the request of Gerard Klauer pursuant to the registration rights
provided for in the warrant granted by the Company to Gerard Klauer when it
acted as lead underwriter for the Company's initial public offering. As required
by that agreement, the Company is bearing all the expenses of registering the
common shares being offered by Gerard Klauer except for any underwriting
discounts or sales commissions payable upon sale of the common shares and the
Company will indemnify Gerard Klauer against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act.
The Company has not registered the common shares for sale under the
securities laws of any state or other political subdivision of the United
States. Brokers or dealers effecting transactions in the common shares should
confirm the registration thereof under the securities laws of the states in
which these transactions occur, or the existence of any exemption from
registration.
LEGAL MATTERS
Certain Canadian law matters relating to the common shares will be passed
upon for the Company by Goodman Phillips & Vineberg, Montreal, Quebec. Leon P.
Garfinkle, a partner in Goodman Phillips & Vineberg, is a director of the
Company.
EXPERTS
The financial statements included in this prospectus as of December 31,
1997 and 1998 and for the years ended December 31, 1996, 1997 and 1998 have been
audited by PricewaterhouseCoopers LLP, Chartered Accountants in Canada, and are
incorporated by reference herein upon such reports given upon the authority of
PricewaterhouseCoopers LLP as experts in auditing and accounting.
20
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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 the sale of
common shares means that
information contained in this 253,420 Shares
prospectus is correct after the
date of this prospectus. This
prospectus is not an offer to
sell or solicitation of an offer
to buy these common shares in
any circumstances under which Common Shares
the offer or solicitation is
unlawful.
TABLE OF CONTENTS
Page PROSPECTUS
Prospectus
Summary..................... 1
Risk Factors.................. 3
Use of Proceeds............... 8
Selling Shareholder........... 9
Description of Share
Capital..................... 10
Certain Canadian and
United States Income
Tax Considerations........... 12
Plan of Distribution.......... 15 January 20, 2000
Legal Matters................. 16
Experts....................... 16
- --------------------------------- ----------------------------------
21
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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:
SEC Registration Fee ............................. $ 2,153.44
Accounting Fees and Expenses ..................... $ 9,000.00
Legal Fees and Expenses .......................... $15,000.00
Miscellaneous Expenses ........................... $10,000.00
----------
Total ........................................ $36,153.44
==========
Item 15. Indemnification of Directors and Officers
The Company's By-laws provide the following:
Subject to the provisions of 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.
22
<PAGE>
Item 16. Exhibits
Exhibit
Number Exhibit
4 Specimen certificate of the common shares
5 Opinion of Goodman Phillips & Vineberg
21 Subsidiaries
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)
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 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:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
23
<PAGE>
provided, however, that paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) To file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of this chapter
at the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required by
Section 10(a)(3) of the Act need not be furnished, provided, that the
registrant includes in the prospectus by means of a post-effective
amendment, financial statements required pursuant to this paragraph
(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, a
post-effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Act or
Rule 3-19 of this chapter if such financial statements and information
are contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference into this registration statement.
(c) 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 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.
24
<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 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 20th day of
January, 2000.
OPTIMAL ROBOTICS CORP.
(Registrant)
By: /s/ Neil S. Wechsler
------------------------
Neil S. Wechsler
Chief Executive Officer
25
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the persons who appear below
appoint and constitute Neil S. Wechsler and Holden L. Ostrin, and each of them,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign (a) any and all amendments (including post-effective
amendments) to this Registration Statement and (b) any and all Registration
Statements filed pursuant to Rule 462 under the Securities Act of 1933, as
amended, and in each case to file the same, together with all exhibits thereto,
with the Securities and Exchange Commission and such other agencies, offices and
persons as may be required by applicable law, granting unto each said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Neil S. Wechsler Director (Principal January 20, 2000
- --------------------- Executive
Neil S. Wechsler Officer)
/s/ Holden L. Ostrin Director January 20, 2000
- ---------------------
Holden L. Ostrin
/s/ Henry M. Karp Director January 20, 2000
- ---------------------
Henry M. Karp
/s/ Leon P. Garfinkle Director January 20, 2000
- ---------------------
Leon P. Garfinkle
/s/ James S. Gertler Director (Authorized January 20, 2000
- --------------------- Representative
James S. Gertler in the United States)
/s/ Gary S. Wechsler Principal Financial and January 20, 2000
- --------------------- Accounting
Gary S. Wechsler Officer
27
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
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..................... 29
21 Subsidiaries............................................... 31
23.1 Consent of Goodman Phillips & Vineberg
(included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP...................... 32
23.3 Consent of CT Corporation.................................. 33
24.1 Power of attorney (included on the signature page of the
registration statement)
28
EXHIBIT 5
GOODMAN PHILLIPS & VINEBERG
SOCIETE EN NOM COLLECTIF
BARRISTERS & SOLICITORS
1501 MCGILL COLLEGE AVENUE O 26th FLOOR O MONTREAL, QUEBEC CANADA H3A 3N9
TELEPHONE (514) 841 6400 O TELECOPIER (514) 841 6499
January 20, 2000
Optimal Robotics Corp.
4700 de la Savane
Suite 101
Montreal, Quebec
H4P 1T7
Gentlemen,
In connection with the Registration Statement on Form F-3 (the
"Registration Statement") filed by Optimal Robotics Corp. (the "Company"), with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended (the "Act"), and the rules and regulations promulgated thereunder
(the "Rules"), which relates to (i) the 240,600 Class "A" shares (the "October
1996 Warrant Shares") of the Company which may be issued pursuant to the warrant
(the "October 1996 Warrant") issued by the Company to Gerard Klauer Mattison &
Co., LLC (now known as Gerard Klauer Mattison & Co., Inc. ("GKM")) on October
30, 1996 to acquire 240,600 Class "A" shares, and (ii) the 12,820 Class "A"
shares (the "July 1996 Warrant Shares") of the Company which may be issued
pursuant to warrants (the "July 1996 Warrants") issued by the Company on August
29, 1996 and which were subsequently acquired by GKM, entitling the holder to
acquire 12,820 Class "A" shares, we have been requested to render our opinion as
to the eligibility of the October 1996 Warrant Shares and the July 1996 Warrant
Shares.
In this connection, we have examined (i) the Registration Statement, (ii)
an original, photocopy or conformed copy of the October 1996 Warrant, (iii) an
original, photocopy or conformed copy of the July 1996 Warrants, as well as such
other documents and corporate and public records as we have deemed relevant and
necessary as the basis for the opinions herein expressed. We have also
considered such questions of law as we have deemed relevant and necessary as the
basis for the opinions herein expressed. In our examination of documents, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to original documents
of all documents submitted to us as photostatic, reproduced or conformed copies,
and the authenticity of all such latter documents. We have also assumed that the
July 1996 Warrants were duly authorized by the Company pursuant to the
directors' resolution which we reviewed and which was adopted under the laws of
the Province of Ontario prior to the continuance of the Company under the Canada
Business Corporations Act.
Based on the foregoing, we are of the opinion that:
1. the October 1996 Warrant Shares, when issued for value pursuant to the due
exercise of the October 1996 Warrant in accordance with its terms, will be
validly issued and outstanding as fully paid and non-assessable shares in
the capital of the Company; and
<PAGE>
2. the July 1996 Warrant Shares, when issued for value pursuant to the due
exercise of the July 1996 Warrants in accordance with their terms, will be
validly issued and outstanding as fully paid and non-assessable shares in
the capital of the Company.
We are qualified to practice law only in the Province of Quebec and do not
purport to express any opinion herein concerning any law other than the laws of
the Province of Quebec and the federal laws of Canada applicable to the opinions
herein expressed. This opinion is addressed to you and is solely for your
benefit and is not to be relied upon by any other person or for any purpose
other than in connection with the filing of the Registration Statement.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not hereby agree that we come within
the category of persons whose consent is required by the Act or the Rules.
Yours very truly,
/s/ Goodman Phillips & Vineberg
EXHIBIT 21
SUBSIDIARIES
Optimal Robotics, Inc. Delaware
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in the prospectus
constituting part of this Registration Statement on Form F-3 of our report dated
February 5, 1999 relating to the financial statements which appear in Optimal
Robotics Corp.'s Annual Report on Form 10-K for the year ended December 31,
1998. We also consent to the reference to us under the heading "Experts" in such
prospectus.
/s/ PricewaterhouseCoopers LLP
Montreal, Quebec, Canada
January 21, 2000
EXHIBIT 23.3
CONSENT OF AGENT FOR SERVICE
We consent to our being named as agent for service for Optimal Robotics
Corp. in this registration statement.
CT Corporation System
Dated January 18, 2000 By: /s/ Thomas Baldwin.
--------------------------------
Name: Thomas Baldwin
Title: Sr. Customer Specialist
