<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROCOM TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 33-0268063
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
58 DISCOVERY, IRVINE, CALIFORNIA, 92618
(949) 852-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
FREDERICK L. JUDD
VICE PRESIDENT, FINANCE AND GENERAL COUNSEL
PROCOM TECHNOLOGY, INC.
58 DISCOVERY
IRVINE, CALIFORNIA 92618
(949) 852-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
J. JAY HERRON, ESQ. GLEN HETTINGER
O'MELVENY & MYERS LLP HUGHES & LUCE LLP
114 PACIFICA, SUITE 100 1717 MAIN STREET
IRVINE, CALIFORNIA 92618 SUITE 2800
(949) 760-9600
DALLAS, TEXAS 75201
(214) 939-5723
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest 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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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 this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
MAXIMUM PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED(2) SHARE(1) PRICE REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value
issuable upon the conversion
of debentures or the payment
of interest 1,553,312 $22.79 $35,399,980.48 $9,345.60
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value
to be issued upon exercise of
warrant 32,916 $32.55 $1,071,415.80 $ 282.85
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, as amended, based on the
price of Procom's Common Stock as reported on the Nasdaq National Market on
November 6, 2000.
(2) The outstanding warrants and debentures were issued in connection with a
private placement financing. For purposes of estimating the number of
shares of common stock to be included in this registration statement, we
included (i) 1,553,312 shares, representing 200% of the number of shares of
common stock issuable on full conversion of the debentures, determined as
if the debentures were converted on October 30, 2003 and the interest,
calculated at 6%, was not paid in cash and (ii) 32,916 shares, representing
the shares issuable upon full exercise of the warrants. The convertible
debentures are convertible at a conversion price equal to $22.79 per share.
The warrants are exercisable at an exercise price of $32.55 per share.
In addition to the shares of common stock set forth on the Calculation of
Registration Fee Table, which includes a good faith estimate of the number of
shares of Common Stock underlying the warrants and debentures, pursuant to Rule
416 of the Securities Act of 1933, as amended, this registration statement also
registers such additional number of shares of common stock as may become
issuable as a result of stock splits, stock dividends or similar transactions.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION DATED NOVEMBER 22, 2000
PROSPECTUS
1,586,228 SHARES OF COMMON STOCK
PROCOM TECHNOLOGY, INC.
COMMON STOCK ($.01 PAR VALUE)
The selling shareholder listed in this prospectus is offering and
selling up to 1,586,228 shares of our common stock. We will not receive any
proceeds from the sale of these shares. We will receive proceeds from the
exercise of warrants. These proceeds will be used for working capital and other
corporate purposes.
Our common stock is traded on The Nasdaq National Market under the
symbol "PRCM." The last reported sale price for our common stock on The Nasdaq
National Market on November 16, 2000 was $17.63 per share.
Each selling shareholder may sell any or all of its shares of common
stock on any stock exchange, market or trading facility on which the shares are
traded or in private transactions. These sales may be at fixed or negotiated
prices. We will bear all of the expenses and fees incurred in registering the
shares offered by this prospectus. Each selling shareholder will pay any
brokerage commissions and discounts attributable to the sale of its shares.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PLEASE
SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS, AND THOSE RISKS
FACTORS CONTAINED IN THE REPORTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS,
FOR A DISCUSSION OF THE RISKS ASSOCIATED WITH OWNING OUR COMMON STOCK.
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
Commissions received by a selling shareholder or any broker-dealers,
agents or underwriters that help distribute the shares and any profit on the
resale of the shares purchased by them may be considered underwriting
commissions or discounts under the Securities Act of 1933.
The date of this prospectus is November __, 2000.
<PAGE> 3
PROSPECTUS
TABLE OF CONTENTS
PAGE
----
Prospectus Summary................................... 1
Incorporation of Certain Documents by Reference...... 3
Where You Can Find More Information.................. 4
Risk Factors......................................... 5
Forward Looking Statements........................... 6
Use of Proceeds...................................... 6
Selling Shareholder.................................. 7
Transfer Agent and Registrar......................... 8
Plan of Distribution................................. 8
Experts.............................................. 9
----------------
2
<PAGE> 4
Our executive offices are located at 58 Discovery, Irvine, California
92618, and the telephone number at that address is (949) 852-1000. Our Web site
address is procom.com. The information on our Web site does not constitute part
of this prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We have filed with the Securities and Exchange Commission a
registration statement on Form S-3 under the Securities Act of 1933, covering
the securities offered by this prospectus. This prospectus does not contain all
of the information that you can find in our registration statement and the
exhibits to the registration statement.
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
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934.
(a) Our Annual Report on Form 10-K for the year ended July 31,
2000;
(b) Our Current Report on Form 8-K dated November 2, 2000; and
(c) The description of our common stock contained in our Form S-1
registration statement dated October 30, 1996, including any
amendments or reports filed for the purpose of updating such
descriptions.
We will provide to each person, including any beneficial owner, to whom
a prospectus is delivered, a copy or any of all of the information that has been
incorporated by reference in the prospectus but not delivered with the
prospectus. We will provide this information upon written or oral request at no
cost to the requester. You may request this information by contacting our
corporate
3
<PAGE> 5
headquarters at the following address: Procom Technology, Inc., 58 Discovery,
Irvine, California 92618 (949) 852-1000.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference room at the following locations:
- Main Public Reference Room
450 Fifth Street, N.W.
Washington, D.C. 20549
- Regional Public Reference Room
75 Park Place, 14th Floor
New York, New York 10007
- Regional Public Reference Room
Northwestern Atrium Center
500 West Madison Street, Suite 1400
Chicago, Illinois 60661-2511
You may obtain information on the operation of the SEC's public
reference rooms by calling the SEC at (800) SEC-0330.
We are required to file these documents with the SEC electronically.
You can access the electronic versions of these filings on the Internet at the
SEC's web site, located at http://www.sec.gov. We have included this prospectus
in our registration statement that we filed with the SEC. The registration
statement provides additional information that we are not required to include in
the prospectus. You can receive a copy of the entire registration statement as
described above. Although this prospectus describes the material terms of
certain contracts, agreements and other documents filed as exhibits to the
registration statement, you should read the exhibits for a more complete
description of the document or matter involved.
4
<PAGE> 6
RISK FACTORS
Before investing in our common stock, you should be aware that there
are risks inherent in our business and those indicated below. Additional risks
and uncertainties not presently known to us or that we currently deem immaterial
may also impair our business operations. We have described many of those risks
in the documents we have incorporated by reference into this Prospectus,
especially the Report on Form 10-K that we recently filed for the year ended
July 31, 2000. In addition, the transactions contemplated by this Prospectus
pose additional risks and may impair our business operations. If any of the
risks described in the documents we have incorporated by reference, or any of
the following risks actually occur, our business could be harmed. In that case,
the trading price of our common stock could decline, and you might lose part or
all of your investment. You should carefully consider all of the risk factors,
those in the incorporated documents and those below, as well as the other
information in this prospectus.
CONVERSION OF THE DEBENTURES, EXERCISE OF THE WARRANTS AND ADDITIONAL SALES OF
COMMON STOCK BY OUR SELLING SHAREHOLDER MAY DEPRESS THE PRICE OF OUR COMMON
STOCK AND SUBSTANTIALLY DILUTE YOUR SHARES.
If all of the principal and interest in the debentures are converted
into shares assuming conversion of the debentures and payment of interest at 50%
of the initial conversion price and all the warrants are exercised, an
additional 1,586,228 (the registered amount) shares of common stock will be
issued. Even more shares could be issued if the market price for our common
stock is lower than $11.40 and we choose, or are required, to issue shares to
the selling shareholder. The issuance of all or a significant portion of these
shares could result in the substantial dilution to the interests of other
shareholders or a decrease in the price of our common stock due to the
additional supply of shares relative to demand in the market. A decline in the
price of our common stock could encourage short sales of our common stock, which
could place further downward pressure on the price of our common stock.
THE SELLING SHAREHOLDER HAS A RIGHT TO DEMAND REPAYMENT OF PART OR ALL OF THE
DEBENTURES, AND IF A DEMAND FOR REPAYMENT IS MADE, AND WE ARE UNABLE OR
UNWILLING TO REPAY THE DEBENTURES IN CASH, WE MAY HAVE TO ISSUE SHARES IN EXCESS
OF THOSE ORIGINALLY CONTEMPLATED, AND THOSE ADDITIONAL SHARES WILL DILUTE YOUR
SHARES.
The debentures provide the selling shareholder with a "put" right, the
opportunity to demand at specified times that we repay the debentures in cash,
or else we must issue shares at 90% of the then market price for shares of our
common stock, but not more than $22.79 per share. Accordingly, if a selling
shareholder exercises its "put" right, and we are either unwilling or unable to
repay the cash, and the market price of our shares is lower than $22.79, we will
have to issue shares to satisfy the amount of the selling shareholders, and the
issuance of those shares will dilute your shares.
IF OUR SHARES ARE ISSUED TO THE SELLING SHAREHOLDER, THOSE SHARES MAY BE SOLD
INTO THE MARKET, WHICH COULD DEPRESS THE PRICE OF OUR STOCK AND ENCOURAGE SHORT
SALES OF OUR STOCK.
To the extent the debentures are converted or interest on the
debentures is paid in shares of our common stock rather than cash, a significant
number of these shares of our common stock may be sold into the market, which
could decrease the price of our common stock and encourage short sales. Short
sales could place further downward pressure on the price of our common stock. In
that case, we could be required to issue an increasingly greater number of
shares of our common stock upon future conversions of the debentures as a result
of the adjustments described above, sales of which could further depress the
price of our common stock.
THE DEBENTURES PROVIDE FOR VARIOUS EVENTS OF DEFAULT THAT WOULD ENTITLE THE
SELLING SHAREHOLDERS TO REQUIRE THE COMPANY TO REPAY THE ENTIRE AMOUNT OWED IN
CASH WITHIN THREE DAYS. IF AN EVENT OF DEFAULT OCCURS, WE MAY BE UNABLE TO
IMMEDIATELY REPAY THE AMOUNT OWED, AND ANY REPAYMENT MAY LEAVE US WITH LITTLE OR
NO WORKING CAPITAL IN OUR BUSINESS.
The debentures provide for various events of default. If an event of
default occurs, selling shareholders can require us to repay the full principal
amount owed, plus accrued interest, and an additional 15% in liquidated damages
within three days of the date of the event of default. Some of the events of
default include matters over which we may have some, little or no control, such
as various corporate transactions in which the control of our company changes,
or if our common stock ceases to be listed on a trading market. Many other
events of default are described in the agreements we executed when we issued the
debentures. If an event of default occurs, we may be unable to repay the entire
amount, plus the 15% liquidated damages, in cash. Any such repayment could leave
us with little or no working capital for our business.
5
<PAGE> 7
THE DEBENTURES RESTRICT OUR ABILITY TO RAISE ADDITIONAL EQUITY, WITHOUT THE
CONSENT OF THE SELLING SHAREHOLDER, WHICH COULD HINDER OUR EFFORTS TO OBTAIN
ADDITIONAL NECESSARY FINANCING TO OPERATE OUR BUSINESS, OR TO REPAY THE
DEBENTURE HOLDERS.
The agreements we executed when we issued these debentures prohibit us
from obtaining additional equity or equity equivalent financing for a period of
90 trading days after the date we issued the debentures. We also agreed that for
a period of 180 trading days after the issuance of the debentures, we would not,
without the selling shareholder's consent, obtain additional equity or equity
equivalent financing unless we first offer the selling shareholder the
opportunity to provide such financing upon the terms and conditions proposed.
These restrictions have several exceptions, such as issuances of options to
employees and directors, strategic transactions and acquisitions and bona fide
public offerings with proceeds exceeding $20 million in gross proceeds. However,
the restrictions may make it extremely difficult to raise additional equity
capital during the 90 day and 180 day periods. We may need to raise such
additional capital, and if we are unable to do so, we may have little or no
working capital for our business, and the market price of our stock may decline.
WE MAY BE REQUIRED TO PAY LIQUIDATED DAMAGES IF WE DO NOT OBTAIN SHAREHOLDER
APPROVAL FOR ISSUANCE OF OUR COMMON STOCK, OR IF WE ARE UNABLE TO TIMELY
REGISTER THESE SHARES.
We are subject to National Association of Securities Dealers Rule 4460,
which generally requires shareholder approval of any transaction that would
result in the issuance of securities representing 20% or more of an issuer's
outstanding listed securities. Upon conversion or the payment of interest on
debentures we are not able to issue more than 2,322,150 shares, or 19.99% of our
outstanding common stock on October 30, 2000, the day prior to the date of
issuance of the debentures. The terms of the convertible debentures purchase
agreement also provide that the shareholder desiring to convert has the option
of requiring us either to seek shareholder approval within 75 days of the
request or to pay the converting holder the monetary value of the debentures
that cannot be converted, at a premium to the converting holder. If the
shareholder chooses that we convert the debentures into shares and we have not
obtained the requisite shareholder approval within 75 days, we would be
obligated to pay the monetary value to the purchaser as liquidated damages.
Also, under the terms of the Registration Rights Agreement, we will incur
liquidated damages of approximately $300,000 per month if we are unable to
register the shares, or maintain the registration of the shares, of common stock
issuable upon the conversion of the debentures and the exercise of those
warrants.
WE MAY ISSUE ADDITIONAL SHARES, WHICH WOULD REDUCE YOUR OWNERSHIP PERCENTAGE
AND DILUTE THE VALUE OF YOUR SHARES.
Events over which you have no control could result in the issuance of
additional shares of our common stock, which would dilute your ownership
percentage in Procom. We may issue additional shares of common stock or
preferred stock: to raise additional capital or finance acquisitions, upon the
exercise or conversion of outstanding options, warrants and shares of
convertible preferred stock, or in lieu of cash payment of dividends. The
issuance of any such shares would dilute your shares.
FORWARD LOOKING STATEMENTS
Certain forward-looking statements, including statements regarding our
expected financial position, business and financing plans are contained in this
prospectus or in documents incorporated by reference in this prospectus. These
forward-looking statements reflect our views with respect to future events and
financial performance. The words, "believe," "expect," "plans" and "anticipate"
and similar expressions identify forward-looking statements. Although we believe
that the expectations reflected in such forward-looking statements are
reasonable, we can give no assurance that such expectations will prove to have
been correct. Important factors that could cause actual results to differ
materially from such expectations are disclosed in this prospectus, including,
without limitation, under "Risk Factors" in reports filed by us with the
Securities and Exchange Commission and incorporated by reference in this
prospectus, and all subsequent written and oral forward-looking statements
attributable to us are expressly qualified in their entirety by the cautionary
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. We undertake no
obligations to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
USE OF PROCEEDS
The selling shareholder will receive all of the proceeds from the sale
of its common stock offered by this prospectus. We will not receive any of the
proceeds from the sale of the shares of common stock by the selling shareholder.
We will, however, receive the exercise price of the warrants if and when those
warrants are exercised. If all of the warrants are exercised, we estimate our
net proceeds will be $1,071,416. We intend to use any proceeds from warrant
exercises for working capital and other corporate purposes.
6
<PAGE> 8
SELLING SHAREHOLDER
On October 31, 2000, Montrose Investments Ltd. acquired debentures and
a common stock purchase warrant convertible into shares of our common stock.
Montrose Investments Ltd. and its affiliates may not use these debentures and
warrant to acquire more than 4.999% of our outstanding common stock. Montrose
Investments Ltd. can waive this restriction on not less than 61 days notice to
us. The number of shares of our common stock listed in the table below as being
beneficially owned by the selling shareholder includes the shares that are
issuable to the selling shareholder, subject to a 4.999% limitation, upon
exercise of the warrants or conversion of the debentures. However, the 4.999%
limitation would not prevent the selling shareholder from acquiring and selling
in excess of 4.999% of our common stock through a series of acquisitions and
sales under the warrant or debentures, while never beneficially owning more than
4.999% at any one time.
This prospectus relates to the resale of shares of our common stock by
the selling shareholder. We determined the number of shares of common stock to
be offered for resale by this prospectus by agreement with the selling
shareholder and in order to adequately cover the number of shares required. This
prospectus covers the resale of 200% of the number of shares of common stock
issuable upon full conversion of the debentures, plus the number of shares
issuable in lieu of cash interest payable on the debentures over three years,
plus the number of shares issuable upon full exercise of the warrants. We will
not receive any proceeds from the resale of common stock by the selling
shareholder, although we may receive proceeds from the exercise of warrants.
Assuming the selling shareholder sells all of the shares of our common stock
covered by this prospectus, the selling shareholder will not continue to own any
shares of our common stock.
Beneficial ownership includes shares of outstanding common stock and
the shares of common stock that a person has a right to acquire within 60 days
after the date of this prospectus. The percentage of common stock outstanding
after this offering is based on 11,610,807 shares of common stock issued and
outstanding as of November 14, 2000.
<TABLE>
<CAPTION>
Number of shares
Number of shares of common stock/
of common stock Number of shares Percentage of Class to be
beneficially owned at to be offered owned after Completion
Name November 22, 2000(1) for resale of the Offering(2)
---- --------------------- ---------------- -------------------------
<S> <C> <C> <C>
Montrose Investments Ltd. 610,966 1,586,228 --
</TABLE>
--------------
(1) This amount reflects the maximum amount of shares of our common stock into
which the common stock purchase warrants and debentures owned by the selling
shareholder are exercisable or convertible within the next 60 days.
(2) Assumes sale of all shares offered hereby.
There is no assurance that the selling shareholder will exercise any
part or all of its warrant or will otherwise opt to sell any of the shares
offered under this prospectus. To the extent required, the specific shares to be
sold, the names of the selling shareholder, other additional shares of common
stock beneficially owned by the selling shareholder, the public offering price
of the shares to be sold, the names of any agent,
7
<PAGE> 9
dealer or underwriter employed by the selling shareholder in connection with
such sale, and any applicable commission or discount with respect to a
particular offer will be set forth in an accompanying prospectus supplement.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the common stock is U.S. Stock
Transfer Corp., Glendale, California.
PLAN OF DISTRIBUTION
The selling shareholder and any of its pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling shareholder may use any one or more of the
following methods when selling shares: ordinary brokerage transactions and
transactions in which the broker-dealer solicits purchasers, block trades in
which the broker-dealer will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction, purchases by a broker-dealer as principal and resale by the
broker-dealer for its account, an exchange distribution in accordance with the
rules of the applicable exchange, privately negotiated transactions, short
sales, broker-dealers may agree with the selling shareholder to sell a specified
number of such shares at a stipulated price per share, a combination of any such
methods of sale, and any other method permitted pursuant to applicable law. The
selling shareholder may also sell shares under Rule 144 under the Securities
Act, if available, rather than under this prospectus. The selling shareholder
may also engage in short sales against the box, puts and calls and other
transactions in our securities or derivatives of our securities and may sell or
deliver shares in connection with these trades. The selling shareholder may
pledge its shares to its brokers under the margin provisions of customer
agreements. If the selling shareholder defaults on a margin loan, the broker
may, from time to time, offer and sell the pledged shares. The selling
shareholder has advised us that it has not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of its shares other than ordinary course brokerage arrangements, nor is
there an underwriter or coordinating broker acting in connection with the
proposed sale of shares by the selling shareholder.
Broker-dealers engaged by the selling shareholder may arrange for other
broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling shareholder (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling shareholder does not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.
The selling shareholder and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by the broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
We are required to pay all fees and expenses incident to the
registration of the shares, including fees and disbursements of counsel to the
selling shareholder. We have agreed to indemnify the selling shareholder against
losses, claims, damages and liabilities, including liabilities under the
Securities Act.
8
<PAGE> 10
LEGAL MATTERS
The validity of the shares of common stock offered hereby and certain
other legal matters will be passed upon for us by Frederick Judd, our Vice
President and General Counsel.
EXPERTS
The consolidated financial statements and schedule as of July 31, 1998
and for the year then ended have been incorporated herein by reference and in
the registration statement in reliance upon the report of Arthur Andersen LLP,
independent auditors, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.
The consolidated financial statements and schedule as of July 31, 1999
and 2000 and for the years then ended have been incorporated herein by reference
and in the registration statement in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
We have not authorized any person to make a statement that differs with
what is in this prospectus. If any person does make a statement that differs
from what is in this prospectus, you should not rely on it. This prospectus is
not an offer to sell, nor is it seeking an offer to buy, these securities in any
state in which the offer or sale is not permitted. The information in this
prospectus is complete and accurate as of its date, but the information may
change after that date.
Procom Technology, Inc.
1,586,228 Shares of Common Stock
------------------------------------------------
Prospectus
------------------------------------------------
November __, 2000
9
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by us in connection with the
sale of common stock being registered. All amounts are estimates.
SEC registration fee ............... $ 9,118.85
Nasdaq National Market listing fee.. 10,000.00
Printing and engraving.............. 5,000.00
Legal fees and expenses............. 10,000.00
Accounting fees and expenses........ 10,000.00
Blue sky fees and expenses.......... -0-
Transfer agent fees................. 1,000.00
Miscellaneous....................... 1,000.00
----------
Total ............................ $46,118.85
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
We have adopted provisions in our Amended and Restated Articles of
Incorporation that limit the liability of our directors in certain instances. As
permitted by the California General Corporation Law, directors will not be
liable to us for monetary damages arising from a breach of their fiduciary duty
as directors in certain circumstances. See Item 17(a) of this registration
statement regarding the opinion of the Securities and Exchange Commission as to
indemnification of liabilities arising under the Securities Act. Such limitation
does not affect liability for any breach of a director's duty to us or our
shareholders (i) with respect to approval by the director of any transaction
from which he derives an improper personal benefit, (ii) with respect to acts or
omissions involving an absence of good faith, that he believes to be contrary to
our best interests or the best interest of our shareholders, that involve
intentional misconduct or a knowing and culpable violation of law, that
constitute an unexcused pattern of inattention that amounts to an abdication of
his duty to us or our shareholders, or that show a reckless disregard for his
duty to us or our shareholders in circumstances in which he was, or should have
been, aware, in the ordinary course of performing his duties, of a risk of
serious injury to us or our shareholders or (iii) based on transactions between
us and our directors or another corporation with interrelated directors or on
improper distributions, loans, or guarantees under applicable sections of the
California General Corporation Law. Such limitation of liability also does not
affect the availability of equitable remedies such as injunctive relief or
rescission, although in certain circumstances equitable relief may not be
available as a practical matter. The limitation may relieve the directors of
monetary liability to us for grossly negligent conduct, including conduct in
situations involving attempted takeovers. No claim or litigation is currently
pending against our directors that would be affected by the limitation of
liability.
Our Amended and Restated Articles of Incorporation and Amended and
Restated Bylaws provide that we shall indemnify our directors and may indemnify
our officers to the fullest extent permitted by California law, including
circumstances in which indemnification is otherwise discretionary under
California law.
II-1
<PAGE> 12
ITEM 16. EXHIBITS.
(a) EXHIBITS
Exhibit
Number Document
------- --------
4.1 Form of Convertible Debenture dated October 31, 2000
4.2 Form of Common Stock Purchase Warrant dated October 31,
2000 (incorporated by reference to Exhibit 4.2 in the
Report on Form 8-K filed on November 3, 2000)
4.3 Securities Purchase Agreement dated October 31, 2000
(incorporated by reference to Exhibit 4.3 in the Report on
Form 8-K filed on November 3, 2000)
4.4 Registration Rights Agreement dated October 31, 2000 by
and between the Registrant and Montrose Investments, Ltd.
(incorporated by reference to Exhibit 4.4 in the Report on
Form 8-K filed on November 3, 2000)
4.5 Subordination Agreement dated October 31, 2000 by and
between the Registrant, Montrose Investments, Ltd. and CIT
Group/Business Credit, Inc. (incorporated by reference to
Exhibit 4.5 in the Report on Form 8-K filed on November 3,
2000)
5.1 Opinion of Frederick Judd
23.1 Consent of KPMG LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Frederick Judd (included within Exhibit 5.1)
ITEM 17. UNDERTAKINGS
(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is,. therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than a payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of an action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(b) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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 post-effective amendment that contains a
form of prospectus shall be deemed to a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
II-2
<PAGE> 13
(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) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act of 1933 shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(5) 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 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
II-3
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Procom Technology, Inc. certifies that it has reasonable ground 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, in the City of Santa Ana, State of California, on this 22nd day
of November, 2000.
PROCOM TECHNOLOGY, INC.
By: /s/ ALEX RAZMJOO
-------------------------------------
Alex Razmjoo
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Alex Razmjoo Chairman of the Board, President and November 22, 2000
------------------------------ Chief Executive Officer (Principal
Alex Razmjoo Executive Officer)
/s/ Alex Aydin Executive Vice President, Finance and November 22, 2000
------------------------------ Administration (Principal Financial
Alex Aydin Officer)
/s/ Frederick Judd Vice President, Finance and General November 22, 2000
------------------------------ Counsel (Principal Accounting Officer)
Frederick Judd
/s/ Frank Alaghband Director November 22, 2000
------------------------------
Frank Alaghband
/s/ Nick Shahrestany Director November 22, 2000
------------------------------
Nick Shahrestany
Director
------------------------------
Dom Genovese
Director
------------------------------
David Blake
</TABLE>
II-4
<PAGE> 15
INDEX TO EXHIBITS
Exhibit
Number Document
------- --------
4.1 Form of Convertible Debenture dated October 31, 2000
4.2 Form of Common Stock Purchase Warrant dated October 31, 2000
(incorporated by reference to Exhibit 4.2 in the Report on Form 8-K
filed on November 3, 2000)
4.3 Securities Purchase Agreement dated October 31, 2000 (incorporated
by reference to Exhibit 4.3 in the Report on Form 8-K filed on
November 3, 2000)
4.4 Registration Rights Agreement dated October 31, 2000 by and between
the Registrant and Montrose Investments, Ltd. (incorporated by
reference to Exhibit 4.4 in the Report on Form 8-K filed on
November 3, 2000)
4.5 Subordination Agreement dated October 31, 2000 by and between the
Registrant, Montrose Investments, Ltd. and CIT Group/Business
Credit, Inc. (incorporated by reference to Exhibit 4.5 in the
Report on Form 8-K filed on November 3, 2000)
5.1 Opinion of Frederick Judd
23.1 Consent of KPMG LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Frederick Judd (included within Exhibit 5.1)
