<PAGE>
Registration No. 333-11591
Securities and Exchange Commission
Pre-Effective Amendment No. 5 to
FORM S-1
Registration Statement Under the Securities Act of 1933
Tice Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 8711 62-1647888
(State of Incorporation) (Primary Standard (IRS Employer
Industrial Classification Identification
Code Number) Number)
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6711 Tice Plaza
Knoxville, Tennessee 37918
(423) 925-4501
(Address and telephone number of
Registrant's principal executive offices)
William A. Tice, President
Tice Technology, Inc.
6711 Tice Plaza
Knoxville, Tennessee 37918
(423) 925-4501
(Name, address and telephone number of agent for service)
Copy to: Lynn H. Wangerin, Esq.
Ogden Newell & Welch
1200 One Riverfront Plaza
Louisville, Kentucky 40202
(502) 582-1601
(502) 581-9564 (facsimile)
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Approximate date of commencement of proposed distribution to public: As
soon as practicable after the 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,
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 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Calculation of Registration Fee
<TABLE>
<CAPTION>
Title of each class Amount to be Proposed maximum Proposed maximum Amount of
of securities to be registered offering price aggregate offering registration fee
registered per unit price
<S> <C> <C> <C> <C>
Common Shares (1) 1,841,407 $ 0.07 $ 128,898 $ 45
Common Shares (2) 54,750 $ 1.00 $ 54,750 $ 19
Common Shares (3) 88,560 $ 3.00 $ 265,680 $ 92
Common Shares (4) 1,000,000 $ 8.00 $8,000,000 $2,759
Common Stock
Purchase Warrants 1,000,000 $ (5) $ (5) $ (5)
Total Fee $2,915
</TABLE>
(1) These securities include 300,000 shares which were issued to
Monogenesis Corporation in contemplation of distribution at a price of
$0.01 per share. They will be distributed to holders of shares of
Monogenesis Corporation as a dividend at a rate of 125 shares for each
share held. The remaining shares are to be offered for sale at market
price from time to time and are currently held by former shareholders
of Tice Engineering and Sales, Inc., 1,302,937 shares by William A.
Tice and 238,470 shares by Joseph Walker & Sons, Inc. There is no
current offering price for these shares. The fee calculation is based
upon the book value of Tice Engineering and Sales, Inc., the wholly
owned subsidiary of Tice Technology, Inc., as of September 30, 1996.
(2) These are the Common Shares which will be issued in the event that
employees holding stock options exercise the options and which are
registered only for resale by the holders. The maximum offering price
is based upon the exercise price of the options.
(3) Certain individuals who have loaned funds to Tice Engineering and
Sales, Inc., the Issuer's wholly owned subsidiary, will convert such
debt to Common Shares of the Issuer at the rate of $3.00 per share as
of the effective date of the registration statement and desire to
include such shares in the registration statement for resale as
Selling Shareholders.
(4) These are the Common Shares which will be issued in the event the
Common Stock Purchase Warrants are exercised. The maximum offering
price is based upon the exercise price of the warrants.
(5) The warrants were issued to Monogenesis Corporation at a price of
$0.01 each and will be distributed to holders of shares of Monogenesis
Corporation as a dividend at a rate of 400 warrants for each share
held. The warrants are registered in the same registration statement
as the Common Shares underlying the warrants and, therefore, no
separate registration fee is required pursuant to Rule 457(g).
<PAGE>
PART I - PROSPECTUS - See Amemdment No. 4.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
Expenses of the offering are estimated to be approximately $100,000 which
amount includes the following items:
<TABLE>
<CAPTION>
<S> <C>
Registration fee - federal $ 2,915
Registration fees - state $ 450
Transfer Agent Fees* $15,000
Printing and EDGAR Filing Costs* $12,000
Legal Fees (including fees relating
to the reorganization)* $50,000
Accounting Fees $20,000
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</TABLE>
* estimates
The Selling Shareholders are not paying any expenses of the registration.
Item 14. Indemnification of Directors and Officers
The Issuer has provisions in its Certificate of Incorporation which limit
its directors' monetary liability to it or its shareholders except: (a) for any
breach of the director's duty of loyalty to the corporation or its shareholders;
(b) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (c) for unlawful payment of dividends
or unlawful repurchase or redemption of its own stock; or (d) for any
transaction from which the director derived an improper personal benefit.
The Issuer is required to indemnify its officers and directors for any
liability incurred by them in their capacity as such except in relation to
matters as to which any such director or officer or former director or officer
or person shall be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duty.
Item 15. Recent Sales of Unregistered Securities
On the effective date of this Registration Statement, the Issuer issued
5,450,220 Common Shares and 750,000 Class B Common Shares to the shareholders of
Tice Engineering and Sales, Inc. in exchange for all of TES's issued and
outstanding stock (238,470 Class B Common Shares issued to Joseph Walker and
Sons, Inc. were converted to Common Shares) and options to purchase 42,750
Common Shares to eight employees. The Issuer also issued 88,560 shares to six
persons in satisfaction of certain debt of TES. The Issuer claims exemption from
registration under Section 4(2) of the Securities Act of 1933.
Of the Common Shares issued to TES shareholders and note holders, 1,629,967
shares (in addition to the Common Shares sold to Monogenesis) will be registered
under this Registration Statement. The remaining securities issued will bear a
restrictive legend. The Common Shares which may be issued upon exercise of the
employee stock options will also be registered under this Registration
Statement.
<PAGE>
<TABLE>
<CAPTION>
Item 16. Exhibits and Financial Statement Schedules
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Exhibit Page
Table Number Number
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<S> <C> <C>
I. Plan of Acquisition, Reorganization, Arrangement, Liquidation 2
or Succession
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(i) Stock Purchase Agreement and Plan of Reorganization +
(including all schedules)
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II. Articles of Incorporation and Bylaws 3
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(i) Certificate of Incorporation of Tice Technology, Inc. +
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(ii) Bylaws of Tice Technology, Inc. +
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III. Instruments Defining the Rights of Security Holders 4
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(i) Common Stock Purchase Warrant Agreement Between x
Tice Technology, Inc. and Warrant Agent
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IV. Opinion of Counsel - Legality of Securities Being Registered 5 7
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V. Material Contracts 10
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(i) Agreement Between Tice Technology, Inc. and Transfer *
Agent
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(ii) Patent, Technical Data and Assistance License Between x
Tice Engineering and Sales, Inc. and Brother Industries,
Ltd.
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VI. Statement re Computation of Per Share Earnings 11 **
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VII. Letter re Change in Certifying Accountant 16 **
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VIII. Subsidiaries of the Registrant 21 *
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IX. Consent of Experts 23
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(i) Consent of Coopers & Lybrand L.L.P. **
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(ii) Consent of Boring & Goins, P.C., **
Certified Public Accountants
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(iii) Consent of Norman Jones Enlow & Co., **
Certified Public Accountants
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(iv) Consent of Counsel - See Exhibit 5
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X. Financial Data Schedule 27 **
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</TABLE>
* Included in original filing of Registration Statement and incorporated by
reference herein.
+ Included in Pre-Effective Amendment No. 1 to the Registration Statement and
incorporated by reference herein.
x Included in Pre-Effective Amendment No. 2 to the Registration Statement and
incorporated by reference herein.
** Included in Pre-Effective Amendment No. 4 to the Registration Statement and
incorporated by reference herein.
<PAGE>
Item 17. 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 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;
and
(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.
(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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this pre-effective amendment no. 5 to this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Knoxville, State of Tennessee, on July 28, 1997.
Tice Technology, Inc.
By: /s/ William A. Tice
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William A. Tice, President, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this pre-
effective amendment no. 5 to this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
/s/ William A. Tice on July 28, 1997
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William A. Tice, President, Chief Executive Officer
/s/ Karen A. Walton on July 28, 1997
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Karen A. Walton, Chief Financial Officer
The following are at least a majority of the directors of Tice Technology,
Inc.:
/s/ William A. Tice on July 28, 1997
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William A. Tice, Director
/s/ Karen A. Walton on July 28, 1997
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Karen A. Walton, Director
/s/ Sarah Y. Sheppeard on July 28, 1997
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Sarah Y. Sheppeard, Director
<PAGE>
Exhibit 5
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[Letterhead of Counsel]
July 28, 1997
Tice Technology, Inc.
6711 Tice Plaza
Knoxville, Tennessee 37918
RE: REGISTRATION STATEMENT ON FORM S-1
OUR FILE NO.: 28021/1
Members of the Board of Directors:
This letter is in response to your request for our opinion in connection
with the Registration Statement on Form S-1 under the Securities Act of 1933, as
amended, of Tice Technology, Inc. (the "Corporation"). We have examined the
following documents of the Corporation:
1. Certificate of Incorporation of the Corporation filed June 21, 1996;
2. Bylaws of the Corporation;
3. Resolutions of the Corporation reflecting various actions by the Board
of Directors and Shareholders thereof; and
4. Such other documents, papers, statutes and authorities as we deem
necessary to form the basis of the opinion hereinafter expressed.
We have assumed the genuineness of the signatures on all documents renewed
and the authenticity of such documents and that the documents submitted to us as
copies conform to the originals. We have relied on certificates of public
officials and upon certificates of the officers and directors of the
Corporation.
Based on the foregoing, we are of the opinion that the Common Shares of the
Corporation to be registered under the registration statement described above,
if issued in accordance therewith and the documents listed herein, will be
legally issued, fully paid and non-assessable under Delaware law.
We give you our permission to file this opinion with the Securities and
Exchange Commission as an exhibit to the registration statement referred to
above.
Sincerely yours,
/s/ Ogden Newell & Welch
Ogden Newell & Welch
LHW/dgj
