AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1996
REGISTRATION NO. 333-7915
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERNATIONAL DISPENSING CORPORATION
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION)
3039
(PRIMARY STANDARD
INDUSTRIAL CLASSIFICATION CODE NUMBER)
13-3856324
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
342 MADISON AVENUE
SUITE 1034
NEW YORK, NEW YORK 10173
(212) 682-2244
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
DAVID W. BRENMAN, PRESIDENT
INTERNATIONAL DISPENSING CORPORATION
342 MADISON AVENUE
SUITE 1034
NEW YORK, NEW YORK 10173
(212) 682-2244
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
SCOTT S. ROSENBLUM, ESQ. STEVEN F. WASSERMAN, ESQ.
KRAMER, LEVIN, NAFTALIS BERNSTEIN & WASSERMAN, LLP
& FRANKEL 950 THIRD AVENUE
919 THIRD AVENUE NEW YORK, NEW YORK 10022
NEW YORK, NEW YORK 10022 (212) 826-0730
(212) 715-9100
Approximate date of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective.
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, 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 under the Securities Act, please check the following box. |_|
<PAGE>
SIGNATURES
In accordance with 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 SB-2 and authorized this Amendment No. 3
to the Registration Statement to be signed on its behalf by the undersigned, in
the City of New York, State of New York, on September 24, 1996.
INTERNATIONAL DISPENSING CORPORATION
By:/s/ David W. Brenman
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David W. Brenman
(President)
In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 3 to the Registration Statement has been signed by the following
persons in the capacities and on the dates stated.
Signature Title Date
/s/ David W. Brenman President, Treasurer September 24, 1996
- ------------------------- and Director
David W. Brenman (Principal Executive Officer
and Principal Accounting
Officer)
/s/ Joseph F. Koster, Jr. Secretary and Director September 24, 1996
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Joseph F. Koster, Jr.
* Director September 24, 1996
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Gregory B. Abbott
* Director September 24, 1996
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George V. Kriste
*David W. Brenman, as attorney-in-fact
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INDEX TO EXHIBITS
Sequential
Exhibit Page
Number Description of Document Number
1.1 Form of Underwriting Agreement.*
1.2 Form of Selected Dealers Agreement.*
3.1 Restated Certificate of Incorporation of the Registrant, as amended.*
3.2 Certificate of Amendment to the Certificate of Incorporation.*
3.3 By-laws of the Registrant, as amended.
4.1 Specimen Common Stock Certificate.*
4.2 Form of Class A Warrant Agreement.*
4.3 Form of Underwriter's Unit Purchase Option.*
4.4 Escrow Agreement by and among the Registrant, the Underwriter and
American Stock Transfer & Trust Company, as escrow agent.*
5.1 Opinion of Kramer, Levin, Naftalis & Frankel.*
10.1 License Agreement by and between the Registrant and ReSeal
International Corporation, dated as of October 10, 1995, as amended.*
10.2 Form of Subscription Agreement.*
10.3 Form of Bridge Loan Agreement and Promissory Note.*
10.4 Form of Amendment to Bridge Loan Agreement.*
10.5 Agreement by and between the Registrant and Nologies, Inc., dated as
of March 5, 1996.*
10.6 Settlement Agreement, dated as of October 10, 1995, by and among
Hardee Capital Partners, L.P., Louis Simpson, Gregory Abbott, George
Kriste, David Brenman, Gerald Gottlieb, Marc Gottlieb, Joseph Koster,
Greg Pardes, Linda Poit, ReSeal Food Dispensing Systems, Inc., ReSeal
International Limited Partnership, ReSeal Technologies & Advancements,
Inc., ReSeal International Corporation, ReSeal Pharmaceutical Systems,
Ltd., Milton Stanson, Hilda Brown, Ann Hoopes, Townsend Hoopes, Robin
Smith and Eugene Sumner.*
10.7 Settlement Agreement, dated as of May 8, 1996, by and among Banco
Inversion, S.A., Administratadora General de Patrimonios, S.A., ReSeal
Pharmaceutical Systems, Ltd., ReSeal International Corporation, ReSeal
International Limited Partnership, Greg P. Pardes, Lawrence B.
Pentoney, Joseph D. Blau, Bernard Gerber, George DeBush, Michael
Secondo, Linda Poit, Samuel Tucker, Chungliang Al Huang and Rainer
Greeven.*
11.1 Calculation of Earnings Per Share.*
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kramer, Levin, Naftalis & Frankel (to be contained in the
opinion to be filed as Exhibit 5.1 hereto).
24.1 Powers of Attorney.*
27.1 Financial Data Schedule.*
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* Previously filed.
BY-LAWS
OF
INTERNATIONAL DISPENSING CORPORATION
(Formerly known as ReSeal
Food Dispensing Systems, Inc.)
ARTICLE I
Stockholders
Section 1. Place of Meetings. Meetings of stockholders shall be held at
such place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors.
Section 2. Annual Meetings. Annual meetings of stockholders shall be
held on such date of each year and at such time as shall be designated from time
to time by the Board of Directors. At each annual meeting the stockholders shall
elect a Board of Directors by plurality vote and transact such other business as
may be properly brought before the meeting.
Section 3. Special Meetings. Special meetings of the stockholders may
be called by the Board of Directors or by stockholders holding at least 10% of
the voting stock of the corporation.
Section 4. Notice of Meetings. Written notice of each meeting of the
stockholders stating the place, date and hour of the meeting shall be given by
or at the direction of the Board of Directors to each stockholder entitled to
vote at the meeting at least ten, but not more than sixty, days prior to the
meeting.
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Notice of any special meeting shall state in general terms the purpose or
purposes for which the meeting is called.
Section 5. Quorum; Adjournments of Meetings. The holders of a majority
of the issued and outstanding shares of the capital stock of the corporation
entitled to vote at a meeting, present in person or represented by proxy, shall
constitute a quorum for the transaction of business at such meeting; but, if
there be less than a quorum, the holders of a majority of the stock so present
or represented may adjourn the meeting to another time or place, from time to
time, until a quorum shall be present, whereupon the meeting may be held, as
adjourned, without further notice, except as required by law, and any business
may be transacted thereat which might have been transacted at the meeting as
originally called.
Section 6. Voting. At any meeting of the stockholders every registered
owner of shares entitled to vote may vote in person or by proxy and, except as
otherwise provided by statute, in the Certificate of Incorporation or these
By-Laws, shall have one vote for each such share standing in his name on the
books of the corporation. Except as otherwise required by statute, the
Certificate of Incorporation or these By-Laws, all matters, other than the
election of directors, brought before any meeting of the stockholders shall be
decided by a vote of a majority in interest of the stockholders of the
corporation present in person or by proxy at such meeting and voting thereon, a
quorum being present.
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Section 7. Inspectors of Election. The Board of Directors, or, if the
Board of Directors shall not have made the appointment, the chair presiding at
any meeting of stockholders, shall have the power to appoint one or more persons
to act as inspectors of election at the meeting or any adjournment thereof, but
no candidate for the office of director shall be appointed as an inspector at
any meeting for the election of directors.
Section 8. Chair of Meetings. The Chair of the Board or, in the Chair's
absence, the President shall preside at all meetings of the stockholders. In the
absence of both the Chair of the Board and the President, a majority of the
members of the Board of Directors present in person at such meeting may appoint
any other officer or director to act as chair of the meeting.
Section 9. Secretary of Meetings. The Secretary of the corporation
shall act as secretary of all meetings of the stockholders. In the absence of
the Secretary, the chair of the meeting shall appoint any other person to act as
secretary of the meeting.
Section 10. Stockholder's Action Without Meetings. Any action required
or permitted to be taken at any meeting of the stockholders may be taken without
a meeting, without prior notice and without a vote, if a written consent thereto
is signed by stockholders having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present
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and voted, and such written consent is delivered to the corporation.
ARTICLE II
Board of Directors
Section 1. Number of Directors. The Board of Directors shall consist of
two (2) members; provided, however, that such number may from time to time be
increased or decreased by the Board of Directors or by the stockholders.
Section 2. Vacancies. Whenever any vacancy shall occur in the Board of
Directors by reason of death, resignation, removal, increase in the number of
directors or otherwise, it may be filled by a majority of the directors then in
office, although less than a quorum, or by a sole remaining director, for the
balance of the term, or, if the Board of Directors has not filled such vacancy,
it may be filled by the stockholders.
Section 3. First Meeting. The first meeting of each newly elected Board
of Directors, of which no notice shall be necessary, shall be held immediately
following the annual meeting of stockholders or any adjournment thereof at the
place the annual meeting of stockholders was held at which such directors were
elected, or at such other place as a majority of the members of the newly
elected Board of Directors who are then present shall determine, for the
election or appointment of officers for the ensuing year and the transaction of
such other business as may be brought before such meeting.
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<PAGE>
Section 4. Regular Meetings. Regular meetings of the Board of
Directors, other than the first meeting, may be held without notice at such
times and places as the Board of Directors may from time to time determine.
Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by order of the Chair of the Board or the President. Notice of the
time and place of each special meeting shall be given by or at the direction of
the person or persons calling the meeting by mailing the same at least three
days before the meeting or by telephoning, telegraphing or delivering personally
the same at least twenty-four hours before the meeting to each director. Except
as otherwise specified in the notice thereof, or as required by statute, the
Certificate of Incorporation or these By-Laws, any and all business may be
transacted at any special meeting.
Section 6. Participation By Telephone. Any director, or member of a
committee, may participate in a meeting of the Board of Directors, or such
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participating in a meeting in this manner shall constitute presence in
person at the meeting.
Section 7. Place of Conference Call Meeting. Any meeting at which one
or more of the members of the Board of Directors or of a committee designated by
the Board of Directors shall participate by means of conference telephone or
similar
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<PAGE>
communications equipment shall be deemed to have been held at the place
designated for such meeting, provided that at least one member is at such place
while participating in the meeting.
Section 8. Organization. Every meeting of the Board of Directors shall
be presided over by the Chair of the Board, or, in the Chair's absence, the
President. In the absence of the Chair of the Board and the President, a
presiding officer shall be chosen by a majority of the directors present. The
Secretary of the corporation shall act as secretary of the meeting, but, in the
Secretary's absence, the presiding officer may appoint any person to act as
secretary of the meeting.
Section 9. Quorum; Vote. A majority of the directors then in office
(but in no event less than one-third of the total number of directors) shall
constitute a quorum, for the transaction of business, but less than a quorum may
adjourn any meeting to another time or place from time to time until a quorum
shall be present, whereupon the meeting may be held, as adjourned, without
further notice. Except as otherwise required by statute, the Certificate of
Incorporation or these By-Laws, all matters coming before any meeting of the
Board of Directors shall be decided by the vote of a majority of the directors
present at the meeting, a quorum being present.
Section 10. Removal of Directors. Any one or more of the directors
shall be subject to removal with or without cause at any time by a vote of a
majority in interest of the stockholders of the corporation.
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<PAGE>
Section 11. Committees. The Board of Directors may, by resolution
adopted by a majority of the entire Board of Directors, designate from among its
members one or more committees, each consisting of three or more directors,
having, to the extent permitted by statute and provided in the resolution, all
of the authority of the Board of Directors.
Section 12. Directors' Action Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken without a meeting, if all members of the Board of Directors
or the committee consent in writing to the adoption of a resolution authorizing
the action, and such written consent is filed with the minutes of the
proceedings of the Board of Directors or committee.
ARTICLE III
Officers
Section 1. General. The Board of Directors shall elect the officers of
the corporation, which shall include a President, a Secretary and a Treasurer
and such other or additional officers (including, without limitation, a Chair of
the Board, one or more Vice-Chairs of the Board, Vice-Presidents, Assistant
Vice-Presidents, Assistant Secretaries and Assistant Treasurers) as the Board of
Directors may designate.
Section 2. Term of Office; Removal and Vacancy. Each officer shall hold
his or her office until his or her
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<PAGE>
successor is elected and qualified or until his or her earlier resignation or
removal. Any officer shall be subject to removal with or without cause at any
time by the Board of Directors. Vacancies in any office, whether occurring by
death, resignation, removal or otherwise, may be filled by the Board of
Directors.
Section 3. Powers and Duties. Each of the officers of the corporation
shall, unless otherwise ordered by the Board of Directors, have such powers and
duties as generally pertain to his or her respective office as well as such
powers and duties as from time to time may be conferred upon him or her by the
Board of Directors. Unless otherwise ordered by the Board of Directors after the
adoption of these By-Laws, the President shall be the chief executive officer of
the corporation.
Section 4. Power to Vote Stock. Unless otherwise ordered by the Board
of Directors, the Chair of the Board and the President each shall have full
power and authority on behalf of the corporation to attend and to vote at any
meeting of stockholders of any corporation in which this corporation may hold
stock, and may exercise on behalf of this corporation any and all of the rights
and powers incident to the ownership of such stock at any such meeting and shall
have power and authority to execute and deliver proxies, waivers and consents on
behalf of the corporation in connection with the exercise by the corporation of
the rights and powers incident to the ownership of such stock. The Board of
Directors, from time to time, may confer like powers upon any other person or
persons.
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<PAGE>
ARTICLE IV
Capital Stock
Section 1. Certificates of Stock. Certificates for stock of
the corporation shall be in such form as the Board of Directors may from time to
time prescribe and shall be signed by the Chair of the Board or a Vice Chair of
the Board or the President or a Vice-President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary.
Section 2. Transfer of Stock. Shares of capital stock of the
corporation shall be transferable on the books of the corporation only by the
holder of record thereof, in person or by duly authorized attorney, upon
surrender and cancellation of certificates for a like number of shares, with an
assignment or power of transfer endorsed thereon or delivered therewith, duly
executed, and with such proof of the authenticity of the signature and of
authority to transfer, and of payment of transfer taxes, as the corporation or
its agents may require.
Section 3. Ownership of Stock. The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
owner thereof in fact and shall not be bound to recognize any equitable or other
claim to or interest in such shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise expressly
provided by law.
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<PAGE>
ARTICLE V
Miscellaneous
Section 1. Corporate Seal. The seal of the corporation shall be
circular in form and shall contain the name of the corporation and the year and
state of incorporation.
Section 2. Fiscal Year. The Board of Directors shall have power to fix,
and from time to time to change, the fiscal year of the corporation.
ARTICLE VI
Amendment
The Board of Directors shall have the power to make, alter or repeal
the By-Laws of the corporation subject to the power of the stockholders to alter
or repeal the By-Laws made or altered by the Board of Directors.
ARTICLE VII
Indemnification
The corporation shall indemnify any director, officer, employee or
agent of the corporation for acts which such person reasonably believes are not
in violation of the corporate purposes, as set forth in the Certificate of
Incorporation, to the full extent permitted by law.
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made a part of this
registration statement on (File No. 333-7915).
Arthur Andersen LLP
New York, New York
September 24, 1996
