AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, VIA EDGAR ON
FEBRUARY 10, 2000
REGISTRATION NO. 333-8857
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------------
THE TRANSLATION GROUP, LTD.
---------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
Delaware 7389 22-3382869
-------- ---- ----------
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization) Classification Code Number)
</TABLE>
The Translation Group, Ltd.
30 Washington Avenue
Haddonfield, New Jersey 08033
(856) 795-8669
- --------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive office and principal place of business)
Mr. Charles Cascio
30 Washington Avenue
Haddonfield, New Jersey 08033
(856) 795-8669
- --------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
with a copy to:
Joseph P. Galda, Esquire
Buchanan Ingersoll Professional Corporation
Eleven Penn Center, 14th Floor
1835 Market Street
Philadelphia, PA 19103
(215) 665-3879
----------------------------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE
FOLLOWING EFFECTIVENESS OF THIS REGISTRATION STATEMENT.
-----------------------------------
<PAGE>
If The only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, 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 in the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
2
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[THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.]
SUBJECT TO COMPLETION, DATED FEBRUARY 10, 2000
PRELIMINARY PROSPECTUS
THE TRANSLATION GROUP, LTD.
2,140,000 Shares of Common Stock
We are offering shares of our common stock to the holders of 2,140,000
Common Stock Purchase Warrants which we issued on December 2, 1996 in our
initial public offering. Prior to their expiration on July 2, 2000 or earlier
redemption, the Warrants may be exercised to purchase a total of 2,140,000
shares of common stock at $5.12 per share, which may be adjusted in the event of
a stock split, merger, reclassification, or if we issue additional securities at
a lower price. The Warrants may be redeemed upon payment of $.25 per warrant on
a minimum of thirty (30) days notice if the average closing price of the common
stock is at least $12.00 per share for thirty consecutive trading days.
Warrant Solicitation Proceeds to
Per Share Fees (1) Company
--------- -------------------- ------------
Exercise Price $5.12 $0.20 $4.92
(1) A warrant solicitation fee may be payable to Werbel-Roth Securities, Inc.
only to the extent that Werbel-Roth Securities, Inc. actively solicits exercise
of the Warrants.
Our Common Stock is traded on the OTC Bulletin Board under the symbol
"THEO". The last reported bid price of our Common Stock on February 7, 2000 on
the OTC Bulletin Board was $8.94 per share.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this preliminary prospectus is ________ __, 2000
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TABLE OF CONTENTS
Page
----
PROSPECTUS SUMMARY...........................................................1
THE OFFERING.................................................................3
SUMMARY CONSOLIDATED FINANCIAL DATA..........................................4
RISK FACTORS.................................................................5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS............................8
USE OF PROCEEDS..............................................................9
CAPITALIZATION...............................................................9
DESCRIPTION OF SECURITIES...................................................10
PLAN OF DISTRIBUTION........................................................12
LEGAL MATTERS...............................................................13
EXPERTS.....................................................................13
ABOUT THIS PROSPECTUS
This Prospectus is part of a registration statement we filed with the
United States Securities and Exchange Commission. You should rely only on the
information provided in this Prospectus or incorporated by reference into this
Prospectus. We have not authorized anyone to provide you with information
different from that contained in or incorporated by reference into this
Prospectus. The information contained in this Prospectus is accurate only as of
the date of this Prospectus, regardless of the time of delivery of this
Prospectus or of any sale of common stock. Applicable SEC rules may require us
to update this Prospectus in the future. This preliminary Prospectus is subject
to completion prior to this offering.
<PAGE>
PROSPECTUS SUMMARY
THIS PROSPECTUS SUMMARY HIGHLIGHTS SELECTED INFORMATION CONTAINED
ELSEWHERE IN THIS PROSPECTUS. YOU SHOULD READ THE FOLLOWING SUMMARY TOGETHER
WITH THE MORE DETAILED INFORMATION REGARDING OUR COMPANY AND THE COMMON STOCK
BEING SOLD IN THIS OFFERING, WHICH INFORMATION APPEARS ELSEWHERE IN THIS
PROSPECTUS AND IN SELECTED PORTIONS OF OUR ANNUAL REPORT ON FORM 10-KSB,
QUARTERLY REPORTS ON FORM 10-QSB AND OTHER DOCUMENTS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION THAT WE HAVE INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS
OUR BUSINESS
We translate and localize documents, software and Web site content
written in one language into other languages. Localization is the art of
converting text from one language to another while giving careful consideration
to the customs of the local area.
On May 28, 1999, we acquired Planet Access Networks, Inc., a Web site
developer capable of designing today's most complicated e-commerce Web sites. As
a result of this acquisition, we have begun transitioning ourselves from being
strictly a provider of translation and localization services to becoming a
multilingual Web-based communications company. We believe that the key to this
transition will be the successful integration of our language support
technologies with our Web development capabilities. Our goal is to be able to
deliver multilingual Web technologies and services to owners of complex and
dynamically updated Web sites.
While developing our multilingual Web technologies, we will continue to
supply our traditional translation services to the software, telecommunications
and other technical publication industries. Our customers for these services
include, among others:
o Microsoft(R) o SAP
o Oracle o INSO
o Minitab o Hewlett-Packard
o Automatic Data o Project Software &
Processing Development
We are also developing unique computer-based language translation
systems and language tools. Our efforts in this area are aided by strategic
technology relationships with Gedanken Corporation and ESTeam AB. These new
systems are specifically designed to substantially equal the ability of human
translators, while providing tremendous speed and cost advantages over human
translation. We believe these new systems are unique because of their high
accuracy rate. We expect to begin commercializing the first of these systems in
the second quarter of calendar 2000.
<PAGE>
INDUSTRY AND MARKET INFORMATION
Due to the increasing demand for Internet content, the
commercialization of our multilingual Web technologies and services is our
highest priority. Within the Internet market segment, business-to-business
clients and financial market content providers are looking for multilingual
content solutions for delivery, development, management and translation
services.
Information and products are now instantly available on a global basis
because of the Internet. It is now easier than ever to distribute software and
other products throughout the world. We believe that this Internet-driven global
marketplace creates the need for companies to have their products, product
information and Web site content translated into local languages.
We believe that there is a strong market for our translation and
localization services. According to published industry information, it is
estimated that actual translations account for only 10% of all potentially
translatable material. The market for these services is approximately $7.6
billion in 1999 and is expected to grow to $9.3 billion by 2004. We believe that
the demand for our new, rapid, low-cost solutions will increase significantly as
this market expands with the Internet.
Our marketing efforts will target specific vertical markets. Initially,
we will target financial, information technology and telecommunications
industries. We believe we can provide unique and highly effective solutions to
these markets.
Our Mission
Our mission is to become the leading global supplier of multilingual
products and solutions. We have two primary objectives:
o Complete integration of our existing services
o Expanding the globalization capabilities of our targeted market segments
Since our inception, we have taken significant strides towards meeting
those objectives, including, among other things:
o Acquiring two translation companies
o Acquiring a Web site development company
o Licensing, exclusively, two unique and advanced translation systems; and
o Creating new products, services and combination product/service
offerings that we believe will be effective and profitable.
Of course, we may not be successful in achieving our objectives.
2
<PAGE>
ABOUT OUR COMPANY
Our executive offices are currently located at 30 Washington Avenue,
Haddonfield, New Jersey 08033, and our telephone number is (856) 795-8669. We
were incorporated in Delaware on July 6, 1995.
THE OFFERING
Common Stock offered upon exercise of outstanding
Warrants: 2,140,000 Shares
Common Stock currently outstanding: 3,235,008 Shares(1)
Common Stock to be outstanding after the Offering:
5,375,008 Shares(1)(2)
Use of Proceeds: If the Warrants are exercised in
full, we will receive total
proceeds of $10,956,800 before
deducting estimated expenses of
$50,000 and warrant solicitation
fees, if any.
Trading Symbol (OTC Bulletin Board): "THEO"
- --------------------------
(1) The number of outstanding shares does not include: 706,660 shares
issuable upon exercise of outstanding warrants to purchase our common
stock; and 2,154,000 shares issuable upon the exercise of outstanding
options to purchase shares of our common stock. See "DESCRIPTION OF
SECURITIES"
(2) Includes 2,140,000 shares being offered hereunder which are issuable
upon the exercise of the Warrants.
3
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA
The following table sets forth our summary financial data. This table
does not present all of our financial information. You should read this
information together with our financial statements and the notes to those
statements incorporated by reference into this Prospectus.
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Year Ended March 31 Six Months Ended
------------------- September 30
----------------
1998 1999 1998 1999
---- ---- ---- ----
(in thousands, except per share data)
Revenues $6,421 $5,987 $3,384 $5,873
Gross Profit 2,232 1,155 991 1,881
Loss before income 10 (2,545) (814) (236)
taxes
Net Income (Loss) (14) (2,149) (689) (340)
Basic and Diluted (0.01) (0.94) (0.30) (0.13)
loss per share: (1)
Basic and Diluted 2,124 2,278 2,278 2,649
Weighted average
number of shares
outstanding:
Consolidated Balance Sheet Data:
As of September 30, 1999
------------------------
Actual As Adjusted (2)
(In Thousands) (In Thousands)
Working capital (deficiency) $ 1,718 $ 12,624
Total assets 10,022 20,929
Total liabilities 2,428 2,428
Stockholders equity (deficit) 4,923 15,830
4
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- --------------------
(1) Basic income (loss) per common share is based upon the weighted average
number of common shares outstanding for each period presented. Diluted
income (loss) per common share is based upon the weighted average number
of common shares plus the dilutive effect of the existing convertible
securities outstanding for each period presented. Convertible securities
have not been included as their effect would be anti-dilutive.
(2) Adjusted to reflect sale by the Company of the common stock to the
holders of the Common Stock Purchase Warrants.
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS AND OTHER
INFORMATION IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS
BEFORE DECIDING TO INVEST IN THE SHARES OF OUR COMMON STOCK. THE RISKS AND
UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES WE FACE. IF ANY OF THE
FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF
OPERATIONS WOULD LIKELY SUFFER. IN ADDITION, THE TRADING PRICE OF OUR COMMON
STOCK COULD DECLINE, AND YOU MAY LOSE ALL OR PART OF THE MONEY YOU PAID TO BUY
OUR COMMON STOCK.
OUR FUTURE PROFITABILITY AND THE VALUE OF YOUR INVESTMENT WILL DEPEND UPON THE
SUCCESS OF OUR GROWTH STRATEGY
We have reflected only modest net income from operations during fiscal
1997, and a net loss during fiscal 1998 and 1999. As a result, the successful
implementation of our business strategy will likely determine:
o Our future profitability
o Our ability to effectively compete in the translation and localization
industry; and
o The ultimate value of your investment
Our business plan relies primarily on the development and
implementation of computer-aided translation and localization products and the
integration of our existing translation and Web development services.
WE HAVE COMMITTED A SIGNIFICANT PORTION OF OUR WORKING CAPITAL TO RESEARCH AND
DEVELOPMENT, AND THE FAILURE TO COMMERCIALIZE OUR COMPUTER AIDED TRANSLATION AND
LOCALIZATION PRODUCTS AND SERVICES WILL HAVE A MATERIAL ADVERSE IMPACT ON OUR
FINANCIAL CONDITION
Over the past two years we have invested approximately $1.2 million on
the development of the Gedanken and BTR systems. We anticipate providing
additional funding during fiscal 2000 and beyond to complete production models
and commence commercialization of the systems. Our inability to commercialize
either one or both of these projects may well affect our competitive position in
the industry and impact our profitability.
5
<PAGE>
FAILURE TO SUCCESSFULLY INTEGRATE PLANET ACCESS INTO OUR EXISTING OPERATIONS
WILL MAKE IT UNLIKELY THAT WE CAN SUCCESSFULLY IMPLEMENT OUR STRATEGIC PLAN
Our business strategy depends on our ability to use the services
provided by Planet Access to transport text in digital form into the translation
system software and then subsequently transport the translated text back to the
client. Failure to integrate our language support technologies with Planet
Access' Web technologies may have a material adverse effect upon our business.
FAILURE TO MEET CERTAIN PERFORMANCE GOALS UNDER THE PLANET ACCESS PURCHASE
AGREEMENT WILL NEGATIVELY AFFECT OUR LIQUIDITY
Our purchase agreement with former shareholders of Planet Access gives
them the right to sell their shares in our company back to us for $7.00 per
share if the selling price of our common stock is less than $10.00 per share on
May 28, 2000, which is the first anniversary of our purchase of Planet Access.
If we are required to repurchase our stock, our liquidity would be severely
reduced as would our ability to fund our research and commercialization efforts.
In the event that the Company is not able to secure by March 15, 2000,
$4,000,000 in financing, the former Planet Access shareholders may have as a
remedy the right to have their Planet Access shares returned. In addition any
amount outstanding on the $250,000 line of credit extended by the Company to
Planet Access including accrued interest therein and the $900,000 paid
previously to the shareholders of Planet Access shall be considered liquidated
damages. The Company and Planet Access shall split profits, if any, attributable
to joint projects during the second, third and fourth quarters of 1999 and the
first quarter of 2000.
LIMITED MARKET FOR OUR COMMON STOCK INCREASES THE POSSIBLE VOLATILITY OF OUR
STOCK PRICES AND THE VALUE OF ANY INVESTMENT IN OUR EQUITY MAY BE REDUCED
The public trading market for shares of our common stock is limited on
the OTC Bulletin Board. There can be no assurances that a regular trading market
for our common stock will be sustained. By its very nature, trading on the OTC
Bulletin Board provides only limited market liquidity. In addition, the stock
markets generally have experienced, and continue to experience, extreme price
and volume fluctuations which have affected the market price of many small cap
companies and which have often been unrelated to the operating performance of
these companies. These broad market fluctuations, as well as general economic
and political conditions, may adversely affect the market price of our common
stock.
IF WE USE OUR COMMON STOCK TO CARRY OUT ADDITIONAL ACQUISITIONS OR ISSUE MORE OF
OUR COMMON STOCK IN A PUBLIC OFFERING, ADDITIONAL DILUTION TO YOUR INVESTMENT
WILL OCCUR
We may grow our business through acquisitions. We could accomplish this
through the issuance of additional shares of our common stock. This would have
the effect of increasing the number of shares of common stock outstanding. In
addition, in order to accomplish our business strategy on a longer-term basis,
we are likely to require additional financing, which may entail the issuance of
additional shares of common stock, preferred stock or common stock equivalents,
which would have the further effect of increasing the number of shares
outstanding. This may be done in order to, among other things:
o Facilitate a business combination
o Acquire assets or stock of another business
o Compensate employees or consultants; and
o For other valid business reasons in the discretion of our Board of
Directors
6
<PAGE>
WE OPERATE IN HIGHLY COMPETITIVE MARKETS, WHICH COULD RESULT IN LOSS OF MARKET
SHARE OR REDUCED MARGINS
We face intense competition from multinational, regional and local
companies in every market in which we operate. The principal competitive factors
within the translation and localization industry include:
o Price
o Technological capability
o Accuracy
o Extent of geographic coverage; and
o Ability to deliver services in a timely manner
Many of our competitors have well established reputations and
significantly greater financial, marketing, personnel and other resources than
we do. Our principal competitors are:
o Berlitz o Lernout & Hauspie, N.V.
o Bowne Translation Division o Logos
o Alpnet o Systran
o Lionbridge o LMI
Some of these competitors are multinational, highly-visible and
well-regarded enterprises. There can be no assurance that we will be able to
compete effectively against these or any other competitors.
SENIOR MANAGEMENT BENEFICIALLY OWNS A SIGNIFICANT PERCENTAGE OF OUR COMMON STOCK
AND THEREFORE HAS SIGNIFICANT INFLUENCE OVER THE ELECTION OF DIRECTORS
Our officers, directors and principal stockholders own approximately
30.4% of our common stock on a fully diluted basis. Consequently, upon exercise
of their vested options and warrants and by virtue of Delaware law, these
stockholders could be in a position to influence the election of all of our
directors and possibly control the outcome of other corporate matters without
the approval of our other stockholders. In addition, applicable statutory
provisions and the ability of the Board of Directors to issue one or more series
of preferred stock without stockholder approval could deter or delay unsolicited
changes in our control by discouraging open market purchases of our stock or a
non-negotiated tender or exchange offer for our stock, which may be
disadvantageous to our stockholders who may otherwise desire to participate in
such a transaction and receive a premium for their shares.
7
<PAGE>
THE SUCCESSFUL IMPLEMENTATION OF OUR BUSINESS STRATEGY IS DEPENDENT UPON
MANAGEMENT PERSONNEL AND EXECUTIVE OFFICERS
Our operations are dependent upon the continued services of senior
management and upon our ability to hire and retain qualified management and
technical personnel. The loss of services of any of those executive officers or
other management or personnel, whether as a result of death, disability or
otherwise, may have a material adverse effect upon our business.
A SIGNIFICANT PORTION OF OUR REVENUES ARE DERIVED FROM OUR INTERNATIONAL
OPERATIONS, AND A DOWNTURN IN INTERNATIONAL COMMERCE COULD SEVERELY IMPACT OUR
RESULTS OF OPERATIONS
A significant portion of our business is conducted outside the United
States. International trade is influenced by many factors, including economic
and political conditions, employment issues, currency fluctuations and laws
relating to tariffs, trade restrictions, foreign investments and taxation. As a
result, our operations are subject to various risks such as:
o Loss of revenue due to the instability of foreign economies
o Currency fluctuations and devaluations
o Adverse tax policies; and
o Governmental activities that may limit or disrupt markets, restrict
payments or the movement of funds or result in the deprivation of
contract rights
We are subject to taxation in a number of jurisdictions, and the final
determination of our tax liabilities involves the interpretation of the statutes
and requirements of various domestic and foreign taxing authorities. Moreover,
many of the countries where we operate and plan to operate have legal systems
that differ from the United States legal system and may provide substantially
less protection for foreign investors. A reduction in the level of international
trade, material restrictions on trade or a downturn in the economies of
countries in which we currently operate could have a material adverse effect on
our results of operations.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in this Prospectus contains forward-looking
statements that involve risks and uncertainties. These statements relate to
future events or our future financial performance. In many cases, you can
identify forward-looking statements by terminology such as "may", "will",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of such terms and other
comparable terminology. These statements are only predictions. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of many factors, including the risks faced by us as
described in "Risk Factors" and elsewhere in this Prospectus.
8
<PAGE>
We believe it is important to communicate our expectations to our
investors. However, there may be events in the future that we are not able to
predict accurately or over which we have no control. The risk factors described
above, as well as any cautionary language in this Prospectus, provide examples
of risks, uncertainties and events that may cause our actual results to differ
materially from the expectations we describe in our forward-looking statements.
Before you invest in our common shares, you should be aware that the occurrence
of the events described in these risk factors and elsewhere in this Prospectus
could have a material adverse effect on our business, operating results and
financial condition.
RECENT DEVELOPMENTS
On December 20, 1999, the Company entered into an employment agreement
with Randy G. Morris, to assume the post of chief executive officer of the
Company, for a one year term. Under the agreement, Mr. Morris will be paid at
the annual rate of $150,000. In addition, Mr. Morris was granted options to
purchase 200,000 shares of common stock at $2.00 per share, vesting over 18
months and expiring five years after grant. As a result, Charles D. Cascio
resigned as an officer of the Company, and entered into a two-year consulting
agreement with fees of $125,000 per year, 100,000 five year options exercisable
at $5.00 per share. Upon completion of a financing of at least $4,000,000, an
additional 100,000 options shall be granted to Mr. Cascio.
USE OF PROCEEDS
We may receive proceeds from the exercise of Warrants, but, to date,
none of the Warrants have been exercised and we have not received any
commitments from anyone to do so. However, if all the Warrants were exercised we
would receive approximately $10,956,800 in proceeds. We would add these proceeds
to our working capital to be used for general corporate purposes.
We will bear the expenses relating to this registration. The costs of
this offering are estimated to be approximately $50,000.00, before giving effect
to warrant solicitation fees, if any.
9
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CAPITALIZATION
The following table sets forth our capitalization as of September 30,
1999 on an actual basis and on a pro forma basis, giving effect to the pro forma
adjustments discussed within the Summary Consolidated Financial Data table. This
table should be read in conjunction with the Company's Consolidated Financial
Statements and notes thereto incorporated into this Prospectus.
Actual Pro Forma
------ ---------
(In Thousands)
Long -term debt $158 $158
---- ----
Sales price guarantee $1,343 $1,343
------ ------
Common stock redeemable at option of the
stockholders 416,668 shares issued and outstanding $1,328 $1,328
------ ------
Preferred stock $.001 per value 1,000,000 -- --
authorized, no shares issued and outstanding
Common stock $.001 per value, 15,000,000 shares 3 5
authorized, 2,818,340 shares outstanding
AFTER OFFERING - 4,958,340
Additional paid in capital 6,941 17,846
Treasury stock (68) (68)
Foreign currency translation adjustment 8 8
Retained earnings (deficit) (1,961) (1,961)
------- -------
Total stockholders' equity (deficiency) $4,923 $15,830
----- -------
Total capitalization $7,753 $18,659
====== =======
DESCRIPTION OF SECURITIES
COMMON STOCK
We are authorized to issue 15,000,000 shares of common stock, $.001 par
value per share, of which 3,235,008 are outstanding as of the date of this
Prospectus.
Holders of common stock have equal rights to receive dividends when, as
and if declared by the Board of Directors, out of funds legally available
therefor. The Board of Directors has never issued a cash dividend and does not
expect to in the foreseeable future. Holders of common stock have one vote for
each share held of record and do not have cumulative voting rights.
Holders of common stock are entitled, upon our liquidation, to share
ratably in the net assets available for distribution, subject to the rights, if
any, of holders of any preferred stock then outstanding. Shares of common stock
are not redeemable and have no preemptive or similar rights. All outstanding
shares of common stock are fully paid and nonassessable.
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PREFERRED STOCK
Within the limits and restrictions provided in the Certificate of
Incorporation, the Board of Directors has the authority, without further action
by the stockholders, to issue up to 1,000,000 shares of preferred stock, $.001
par value per share, in one or more series, and to fix, as to any such series,
any dividend rate, redemption price, preference on liquidation or dissolution,
sinking fund terms, conversion rights, voting rights, and any other preference
or special rights and qualifications.
DIVIDEND POLICY
We have never paid cash dividends on our common stock. The Board of
Directors does not anticipate paying cash dividends in the foreseeable future as
it intends to retain future earnings, if any, to finance the growth of the
business. The payment of future cash dividends will depend on such factors as
earnings levels, anticipated capital requirements, our operating and financial
condition and other factors deemed relevant by the Board of Directors.
DELAWARE ANTI-TAKEOVER LAW AND PROVISIONS OF COMPANY'S CERTIFICATE OF
INCORPORATION
We are governed by Section 203 of the General Corporation Law of the
State of Delaware (the "GCL"), an anti-takeover law. In general, the law
prohibits a public Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
"Business combinations" includes mergers, asset sales and other transactions
resulting in a financial benefit to the stockholder. An "interested stockholder"
is a person who, together with its affiliates and associates, owns (or within
three years, did own) 15% or more of the corporation's voting stock. The
provisions regarding certain business combinations under the GCL could have the
effect of delaying, deferring or preventing a change in control of the Company
or the removal of existing management. A takeover transaction frequently affords
stockholders the opportunity to sell their shares at a premium over current
market prices.
As described above, our Board of Directors is authorized, without
further stockholder action, to designate any number of series of Preferred Stock
with such rights, preferences and designations as determined by the Board.
Shares of Preferred Stock issued by the Board of Directors could be utilized,
under certain circumstances, to make an attempt to gain control of the Company
more difficult or time consuming. For example, shares of Preferred Stock could
be issued with certain rights that might have the effect of diluting the
percentage of common stock owned by a significant stockholder or issued to
purchasers who might side with management in opposing a takeover bid that the
Board of Directors determines is not in the best interest of the Company and its
stockholders. The existence of the Preferred Stock may, therefore, be viewed as
having possible anti-takeover effects. A takeover transaction frequently affords
stockholders the opportunity to sell their shares at a premium over current
market prices.
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TRANSFER AGENT
The transfer agent for our securities is American Stock Transfer &
Trust Company, 40 Wall Street, New York, New York 10005.
PLAN OF DISTRIBUTION
The following is a brief summary of certain provisions of the Warrants.
The summary is not a complete description of the Warrants and you should
carefully review the actual text of the Warrant Agreement between the Company
and American Stock Transfer & Trust Company as Warrant Agent. A copy of the
Warrant Agreement is filed as an exhibit to the registration statement of which
this prospectus is a part.
EXERCISE PRICE AND TERMS. Each Warrant is separately transferable and
entitles the registered holder to purchase, on or prior to July 2, 2000, one
share of common stock at an exercise price of $5.12 per share, subject to
adjustment in accordance with the anti-dilution and other provisions referred to
below. The holder of any Warrant may exercise the Warrant by surrendering the
certificate representing the Warrant to the Warrant Agent, with the election to
purchase form on the reverse side of the certificate properly completed and
executed, together with payment of the exercise price and any transfer tax. The
Warrants may be exercised at any time in whole or in part at the applicable
exercise price until expiration of the Warrants. No fractional shares will be
issued upon exercise of the Warrants. If less than all of the Warrants are
exercised, a new certificate will be issued for the remaining number of
Warrants.
CURRENT REGISTRATION STATEMENT REQUIRED FOR EXERCISE. For a holder of a
Warrant to exercise the Warrants, there must be a current registration statement
on file with the SEC and various state securities commissions. This Prospectus
will remain effective until the expiration of the Warrants unless events occur
that would required us to file post-effective amendments to the registration
statement in order to keep it effective. While we intend to file post-effective
amendments when necessary, the holders of the Warrant cannot depend upon the
registration statement being effective when they want to exercise the Warrant.
If the registration statement is not kept effective, the Warrants will not be
exercisable and the holders will be not be able to realize the value of the
Warrants.
WARRANT HOLDER NOT A SHAREHOLDER. We have authorized and reserved for
issuance a number of shares of common stock sufficient to provide for the
exercise of the Warrants. When issued, each share of common stock will be fully
paid and nonassessable. Warrant holders will not have any voting or other rights
as shareholders of the Company prior to the exercise of the Warrants and the
issuance of the shares.
ADJUSTMENTS. The exercise price and number of shares of common stock
purchasable upon the exercise of the Warrants are subject to adjustment upon the
occurrence of certain events, including stock dividends, stock splits,
combinations and reclassification of then common stock, or sale by us of shares
of common stock or other securities convertible into common stock at a price
below the then applicable exercise price of the Warrants. We would also make
adjustments in the case of a reclassification or exchange of the common stock,
consolidation or merger of the Company with or into another corporation (other
than a consolidation or merger that does not result in a reclassification or
change of the outstanding common stock) in order to enable Warrant holders to
acquire the kind and number of shares of stock or other securities or property
receivable in that event by the holder of the number of shares of common stock
that might otherwise have been purchased upon the exercise of the Warrant. We
will not make any adjustments until the cumulative adjustments in the exercise
price per share amount to $.02 or more. Originally, the Warrants were issued at
12
<PAGE>
an exercise price of $6.00 per share. The current exercise price of $5.12 per
share and the number of shares issuable upon exercise of the Warrants reflect
cumulative adjustments to date.
REDEMPTION. We are entitled to redeem the Warrants at $.25 per Warrant
upon no less than 30 or more than 60 days prior written notice to the Warrant
holders if the closing price of the common stock averages at least 200% of the
then exercise price of the Warrants for a period of 30 consecutive trading days
ending not earlier than 3 days prior to the date of the written notice of
redemption. All Warrants must be redeemed if any are redeemed. If the holder of
the Warrant does not exercise any Warrant called for redemption or tender the
Warrant for redemption by the end of the redemption period, the Warrant will
expire and the certificate will be void. Since we presently intend to exercise
our right to redeem, Warrant holders should presume that we would call the
Warrants for redemption if the redemption criteria are met.
TRANSFER, EXCHANGE AND EXERCISE. The Warrants are in registered form
and may be presented to the Warrant Agent for transfer, exchange or exercise at
any time on or prior to their expiration date on July 2, 2000, at which time the
Warrants become wholly void and of no value. If a market for the Warrants
develops, the holder may sell the Warrants instead of exercising them. We do not
know if a market for the Warrants will develop or continue.
OUTSTANDING WARRANTS. There are currently 2,140,000 Warrants
outstanding. The Warrants include 300,000 Warrants held by Mr. Charles Cascio
(150,000) and Ms. Theodora Lundgren (150,000), founders of the Company. They
received these Warrants as a result of participating in a give-back of shares of
common stock to the Company to meet the capitalization requirements set by the
Representative at the time of the initial offering of the Warrants.
LEGAL MATTERS
The validation of the issuance of the shares of our common stock has
been passed upon for us by the law firm of Heller, Horowitz & Feit, P.C., New
York, New York. Certain legal matters will be passed upon for us by Buchanan
Ingersoll Professional Corporation, Philadelphia, Pennsylvania.
EXPERTS
Our consolidated financial statements as of March 31, 1999 and for the
year then ended and for the year ended March 31, 1998, incorporated by reference
into this Prospectus, have been audited by Wiss & Company, LLP and Richard A.
Eisner & Company, LLP, respectively, each independent auditors, as stated in
their respective reports appearing therein. The financial statements of Planet
Access as of December 31, 1999 and 1998 and for each of the two years in the
period ended December 31, 1999 incorporated by reference into this Prospectus
have been audited by Wiss & Company, independent auditors, as stated in their
report appearing herein. The financial statements have been incorporated by
reference into this Prospectus in reliance upon the reports of such firms given
upon their authority as experts in accounting and auditing.
WHERE YOU CAN GET MORE INFORMATION
We file annual reports, quarterly reports, proxy statements and other
information with the SEC. You may read and copy any of these documents at the
SEC's Public Reference Room at 450 Fifth Street NW, Washington, D.C. 20549. You
may obtain information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. In addition, the Commission maintains a Web site at
http://www.sec.gov. containing reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including the Company.
13
<PAGE>
We have filed with the SEC a registration statement on Form S-3 to
register the common stock being offered. This Prospectus is part of that
registration statement and, as permitted by the SEC's rules, does not contain
all the information included in the registration statement. For further
information with respect to us and our common stock, you should refer to the
registration statement and to the exhibits and schedules filed as part of the
registration statement, as well as the documents discussed below.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this Prospectus, and information that we file later with
the SEC will automatically update or supersede this information.
This Prospectus may contain summaries of contracts or other documents.
Because they are summaries, they will not contain all of the information that
may be important to you. If you would like complete information about a contract
or other document, you should read the copy filed as an exhibit to the
registration statement or incorporated in the registration statement by
reference.
We incorporate by reference the documents listed below:
o Annual report on 10-KSB for the fiscal year ended March 31, 1999;
o Quarterly reports on Form 10-QSB for the fiscal quarters ended June 30,
1999 and September 30, 1999.
o Registration Statement on Form 8-A, as amended, registering the common
stock and the Warrants.
o Proxy Statement for the 1999 Annual Meeting of Stockholders.
o All annual reports on Form 10-KSB, any reports on Forms 10-QSB and 8-K
which we file with the SEC after the date of this Prospectus and prior
to the sale of all of the shares offered hereunder.
You may request a copy of any of these filings, orally or in writing,
by contacting Kenneth Mack, Chief Financial Officer and Secretary of the
Company, 30 Washington Avenue, Haddonfield, New Jersey 08033 Telephone: (856)
795-8669. Copies will be provided at no cost to you.
14
<PAGE>
Until ninety (90) days after the date of
this Prospectus, all dealers that effect
transactions in these securities,
whether or not participating in this
offering, may be required to deliver a
prospectus. This is in addition to the
dealers' obligation to deliver a
prospectus when acting as underwriters
and with respect to their unsold
allotments or subscriptions.
2,140,000 Shares
[LOGO]
THE TRANSLATION GROUP, LTD.
Common Stock
-------------------
P R O S P E C T U S
-------------------
________ __, 2000
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Certificate of Incorporation and Bylaws reflect the adoption of the
provisions of Section 102(b)(7) of the Delaware General Corporation Law (the
"GCL"), which eliminate or limit the personal liability of our directors or
stockholders for monetary damages for breach of fiduciary duty under certain
circumstances. If the GCL is amended to authorize corporate action further
eliminating or limiting personal liability of directors, the Certificate of
Incorporation provides that the liability of our directors shall be eliminated
or limited to the fullest extent permitted by the GCL. Our Certificate of
Incorporation and Bylaws also provide that the we shall indemnify any person,
who was or is a party to a proceeding by reason of the fact that he is or was
our director, officer, employer or agent, or is or was serving at our request as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorney's
fees) actually and reasonably incurred by him in connection with such proceeding
if he acted in good faith and in a manner he reasonably believed to be or not
opposed to our best interests, in accordance with, and to the full extent
permitted by, the GCL. The determination of whether indemnification is proper
under the circumstances, unless made by the Court, shall be determined by our
Board of Directors.
We maintain directors and officers' liability insurance to provide
directors and officers with insurance coverage for losses arising from claims
based on breaches of duty, negligence, error and other wrongful acts.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is a list of the estimated expenses to be incurred by us
in connection with the preparation and filing of this Registration Statement.
Printing and Engraving............................. $10,000
Accountants' Fees and Expenses..................... $10,000
Legal Fees and Expenses............................ $25,000
Other Offering Expenses............................ $ 5,000
-------
Total.............................................. $50,000
=======
RECENT SALES OF UNREGISTERED SECURITIES
During the fiscal year ended March 31, 1998, the Company issued 25,000
shares of common stock at a purchase price of $150,000 pursuant to a consulting
agreement, warrants to purchase 40,000 shares of common stock at an exercise
price of $1.00 per share pursuant to a public relations agreement and options to
purchase 225,000 shares of common stock at an exercise price of $1.00 per share
pursuant to a consulting agreement. The securities were issued pursuant to an
exemption under Section 4(2) of the Securities Act of 1933, as amended.
In connection with the acquisition by the Company of the Word House
Companies as of June 30, 1997, the Company issued 285,000 shares of common stock
for an aggregate consideration of $1,510,000. The securities were issued
pursuant to an exemption under Section 4(2) of the Securities Act of 1933, as
amended, and/or Regulation D.
In May 1999, the Company issued 25,000 shares of common stock at a
purchase price of $3.00 per share pursuant to a consulting agreement. The
securities were issued pursuant to an exemption under Section 4(2) of the
Securities Act of 1933, as amended.
II-1
<PAGE>
In connection with the purchase by the Company of Planet Access
Networks, Inc. as of May 26, 1999, the Company issued 416,668 shares of common
stock. Upon amendment of the purchase agreement, the Company issued warrants to
purchase 100,000 shares of common stock at an exercise price of $2.3125 per
share. The securities were issued pursuant to an exemption under Section 4(2) of
the Securities Act of 1933, as amended, and/or Regulation D.
In July 1999, the Company issued 50,000 shares of common stock at a
purchase price of $2.00 per share. The securities were issued pursuant to an
exemption under Section 4(2) of the Securities Act of 1933, as amended.
Effective as of September 15, 1999, the Company completed a private
placement of 500,000 shares of common stock and 250,000 common stock purchase
warrants, for gross proceeds of $1,000,000. These securities were placed with
accredited investors pursuant to Section 4(2) of the Securities Act of 1933, as
amended, and/or Regulation D thereunder. Pennsylvania Merchant Group acted as
placement agent in connection with the financing and received seven and one-half
percent commission.
In October 1999, the Company issued warrants to purchase 25,000 shares
of common stock at an exercise price of $5.00 per share and warrants to purchase
25,000 shares of common stock at an exercise price of $3.00 per share pursuant
to a consulting agreement. The securities were issued pursuant to an exemption
under Section 4(2) of the Securities Act of 1933, as amended.
In November 1999, the Company completed the private placement of
$500,000 of notes and warrants to purchase 250,000 shares of common stock at an
exercise price of $3.00 per share. In connection with the private placement, the
Company also issued warrants to purchase 25,000 shares of common stock at $3.00
per share. The securities were issued pursuant to an exemption under Section
4(2) of the Securities Act of 1933, as amended, and/or Regulation D.
II-2
<PAGE>
EXHIBITS
THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REPORT:
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing
- ----------- ----------- ----------------
<S> <C> <C>
2.1 Stock Purchase Agreement between the Stockholders of Planet Access (5)
Networks, Inc., Planet Access Networks, Inc. and the Company, as
amended dated April 27, 1999
3.1 Restated Certificate of Incorporation of the Company (1)
3.2 Bylaws of the Company (1)
4.1 Specimen Common Stock Certificate (3)
4.2 Specimen Warrant Certificate (3)
4.4 Revised Form of Warrant Agreement (4)
4.5 Form of Revised Representative's Warrant Agreement (4)
4.6 Form of Revised Representative's Warrant (4)
4.7 Form of Subscription Agreement between the Company and investors (1)
pursuant to December 7, 1995 Private Placement Memorandum
23.1 Consent of Richard A. Eisner & Company, LLP Filed herewith
23.2 Consent of Wiss & Company, LLP Filed herewith
</TABLE>
- -------------------------
* Subject to confidential treatment request pursuant to Rule 24b-2 of the
Exchange Act of 1934.
(1) Incorporated by reference to the Company's Registration Statement on
Form SB-2 dated July 25, 1996 (Registration No. 333-8857) (the "Form
SB-2").
(2) Incorporated by reference to Amendment No. 1 to the Company's Form SB-2.
(3) Incorporated by reference to Amendment No. 2 to the Company's Form SB-2.
(4) Incorporated by reference to Amendment No. 3 to the Company's Form SB-2.
(5) Incorporated by reference to the Company's annual report on Form 10-KSB
for the year ended March 31, 1999 ("1999 10-KSB").
II-3
<PAGE>
UNDERTAKINGS
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;
(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 the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and 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.
II-4
<PAGE>
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(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 (a)
(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, with respect
to registration statements on Form S-3, 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 in the Form S-3.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in 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 bonafide offering thereof.
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 of controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 10th day of February, 2000.
THE TRANSLATION GROUP, LTD.
By: /s/ Randy G. Morris
--------------------------
Randy G. Morris
Chief Executive Officer
By: /s/ Kenneth Mack
--------------------------
Kenneth Mack
Chief Financial Officer
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 stated.
Signature Title Date
- --------- ----- ----
/s/ Randy G. Morris Chief Executive Officer February 10, 2000
- -------------------------
Randy G. Morris
/s/ Charles D. Cascio President/Chairman of the February 10, 2000
- ------------------------- Board
Charles D. Cascio
Director
- -------------------------
Theodora Landgren
/s/ Richard J.L.Herson Director February 10, 2000
- -------------------------
Richard J.L. Herson
Director
- -------------------------
Gary M. Schlosser
/s/ John Toedtman Chief Operating Officer and February 10, 2000
- ------------------------- Director
John Toedtman
/s/ Frederick LaParo Director February 10, 2000
- -------------------------
Frederick LaParo
II-6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Stock Purchase Agreement between the Stockholders of Planet
Access Networks, Inc., Planet Access Networks, Inc. and the
Company, as amended dated April 27, 1999
3.1 Restated Certificate of Incorporation of the Company
3.2 By-laws of the Company
4.1 Specimen Common Stock Certificate
4.2 Specimen Warrant Certificate
4.4 Revised Form of Warrant Agreement
4.5 Form of Revised Representative's Warrant Agreement
4.6 Form of Revised Representative's Warrant
4.7 Form of Subscription Agreement between the Company and
investors pursuant to December 7, 1995 Private Placement
Memorandum
23.1 Consent of Richard A. Eisner & Company, LLP
23.2 Consent of Wiss & Company, LLP
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) of the Translation Group, Ltd., and to the
incorporation by reference therein of our report dated June 30, 1998, with
respect to the consolidated financial statements of the Translation Group, Ltd.
for the year ended March 31, 1998 incorporated by reference in post effective
Amendment No. 1 on Form S-3 to the Registration Statement on Form SB-2 filed
with the Securities and Exchange Commission.
Richard A. Eisner & Company, LLP
New York, New York
February 8, 2000
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors
The Translation Group, Ltd. and subsidiaries
We consent to incorporation by reference in the Registration Statements on Form
S-3 of The Translation Group, Ltd. and subsidiaries of our report dated June 22,
1999, relating to the consolidated balance sheet of The Translation Group, Ltd.
and subsidiaries as of March 31, 1999 and the related consolidated statements of
operations, stockholder's equity, and cash flows for the year then ended. We
also consent to the reference to our firm under the heading "Experts" in the
prospectus.
WISS & COMPANY, LLP
Livingston, New Jersey
February 7, 2000
